The Doctor gets Smart
by cheri1
Summary: Doctor Who Crossover 10Rose The Doctor and Rose land in Washington DC 1969 and help Max and 99 battle Siegfried FINISHED
1. Prologue

A/N: Thanks to Dynapink for inspiring the opening credits sequence at the end of this prologue….

Prologue

"Come in."

"You wanted to see me, Chief?" Maxwell Smart said as he entered the Chief's office.

"Yes, Max. Sit." The Chief replied, pointing to the chair in front of him.

He leaned back for a moment as Max sat down and then breathed a sigh of relief when nothing happened to him. Max was his best agent and was like a son to him but he did have a tendency to get injured whenever he was around him. As Max looked at him expectantly, he folded his hands on desk and leaned forward.

"Max, our intelligence has indicated that Siegfried is planning something…well, this time I think Siegfried has outdone himself in the crazy ideas department."

"What's he planning, Chief?"

The Chief shook his head.

"He apparently wants to find an alien and use the alien's technology to conquer the world. I think KAOS is running out of good ideas."

"And you want 99 and me to find this alien and put him in the witness protection program so Siegfried can't find him?"

"Max…"

"That's brilliant Chief! Hide the alien and then maybe we can question him and get his technology first!"

"Max!"

"The old hide the alien in the government building trick! It's foolproof!"

The Chief gave him a long, hard stare waiting for Max to finish.

"Um, just one question, Chief."

The Chief paused and waited.

"Where is this alien?" they both said together.

"Wow, that's amazing, Chief. You had the exact same thought as me. That's so bizarre."

The Chief let out a sigh.

"There is no alien, Max. There never was an alien and there never will be an alien!"

"Oh, you mean he's not coming to Earth?"

"No, Max, I mean there are no such things as aliens."

"Oh Chief, of course there are aliens." Max said, shocked. "What about Roswell?"

"Roswell was a hoax, Max. There is absolutely no proof that there was a crash landing anywhere near Roswell, New Mexico."

"Well, if there wasn't a crash landing then how do they know what the aliens looked like?" Max challenged.

"What?"

"The aliens. The big headed aliens with the huge eyes. They have drawings, Chief. Those drawings had to come from somewhere! Right?"

"Max…"

"Am I right?"

"I don't care, Max." the Chief said sighing. "What I do care about is you and 99 doing some surveillance on Siegfried and find out exactly how he is going to go about…catching an alien. I don't care if he does something like blow up KAOS headquarters but if he's going to harm the general population, then I want him stopped."

"He could also harm that poor alien too." Max pointed out.

"I think the only alien around here is you." The Chief muttered to himself.

"What was that, Chief?"

"Nothing, just get going, Max." the Chief said, rubbing the bridge of his nose.

"Are you getting another headache, Chief?"

"Yes, I am."

"You get those all the time, Chief. Maybe you should see a doctor about them. You could have high blood pressure."

"Oh, believe me, Max. I do have high blood pressure."

"Well, then you really do need to see a doctor. You could end up having a stroke and becoming incapacitated."

"If I'm lucky."

"What was that, Chief?"

"Nothing, Max, just go!"

He sighed as Max rose from his seat and walked towards the door.

He paused at the door and then turned around.

"Hey, Chief?"

"What, Max?"

"If I do find the alien do you want me to bring him here to your office so you can see once and for all that they do exist?"

The Chief rolled his eyes.

"Yes, Max, when you find the alien bring him right to my desk so I get a good look at him."

"Okey-dokey, Chief!" Max said cheerfully.

The Chief watched as Max opened the door and waved goodbye.

"Don't worry, Chief." Max said as he walked backwards out of the office. "I'll find the alien before Siegfried does. Planet Earth is in good haaaaaaaaaaaaaaaaaaands…"

The Chief's head thumped onto the desk as he heard Max's scream followed by assorted bangs and clatters.

"Sorry about that, Chief." He heard Max call out. "I'll clean up the mess later!"

"I hope Max really does find an alien." The Chief muttered. "Because there's nothing I want more than to get in his spaceship and get as far away from Max as I possibly can!"

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(The Get Smart theme music starts up as a 1965 Sunbeam Tiger pulls up to CONTROL headquarters. Maxwell Smart emerges and hurries into the building. Cut to the interior as Max comes down a set of stairs as a set of doors opens in front of him. He looks around and then heads to the next set of doors. The credits follow him as he passes through one set of steel doors after another until finally the last set of steel doors opens and at the end of the long corridor there is a blue phone booth with the words police public call box at the top. Max opens the doors, goes inside and closes them.

MAX (inside the booth): Hey, where'd the phone go? And how'd the phone booth get so big and…

IRRITATED BRITISH MALE VOICE: Do you mind? I'm trying to give my girl a bit of console sex!

IRRITATED BRITISH FEMALE VOICE: Yeah, we're in the middle of something here! Piss off!

BLUE PHONE BOOTH: angry rumble

(Max opens the door, hurries out, slams it and runs away as the phone booth dematerializes and the theme music ends.)


	2. Chapter 1

Chapter One

It is a beautiful fall morning in Washington D.C. People are rushing to and fro hurrying to jobs, appointments, recreation or just hurrying home to relax. People who are so preoccupied with their destinations that they don't notice a blue police box materializing in a darkened alley nor do they take any notice of the man and woman emerging from it and looking around. Nope, the busy citizens of Washington D.C. just go about their business unaware that an alien has just invaded their fair city.

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Rose folded her arms over her chest.

"Gee, it's uncanny how much Venus looks like Earth." She said, looking around. "I thought we were going to go to this Venusian New Year's Eve party you keep raving on about."

"We are." The Doctor replied.

"Uh-huh, well, like I said, Venus looks a whole lot like Earth."

"Well…I…uh thought we would stop here on the way to Venus to…have a bite to eat." He said, pointing to a café across the street.

"Yeah, right, you just don't want to admit you made a mistake again."

"I don't make mistakes, Rose." The Doctor replied. "Everything I do has a purpose. Even when it looks like I make a mistake, I don't. I meant to come to this exact street at this exact time so we could go to that café and eat."

"Yeah, sure Doctor, pull the other one!" Rose said rolling her eyes.

"Can you read my mind?"

"No."

"Well, then, you don't know what I'm thinking do you?"

"No, and frankly I'm glad because I'm sure a lot of your thoughts would scare me senseless."

"Well, if you don't know what I'm thinking then how do you know I didn't plan to come here before we went on to Venus?"

Rose sighed.

"Okay, whatever, I'm not gonna argue with ya. I'd rather go eat and then go on to Venus."

"Fantastic. You wait here and I'll go get some money for the café."

Rose raised her eyebrow.

"Gee, Doctor, if you planned all this, then why didn't you already have the money on you when you came out the door?"

The Doctor ignored her and hurried back inside as Rose sighed and leaned up against the TARDIS.

As she watched the people hurrying by, she noticed a newspaper vending machine across the street. Hurrying over, she bent down and examined it.

"Washington Post, September 24th, 1969." She muttered to herself.

She walked back over just as the Doctor was emerging from the TARDIS.

"The newspaper over there says Washington Post, September 24th, 1969." She repeated as the Doctor locked the door.

"Yup, you see, Washington D.C., 1969. Exactly as planned." He replied, turning around.

Rose rolled her eyes and followed the Doctor as he strode out of the alleyway and headed towards the café.

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The Doctor opened the café door for Rose and ushered her through. The scent of cooked food wafted through the air making Rose hungry as she and the Doctor walked over to a table next to the front window. As they walked to their table, they passed the table next to it and glanced down at an attractive woman sitting by herself studying the menu. She smiled at them briefly before turning her attention back to the menu.

The Doctor settled down in the chair closest to the other table and Rose took the seat across from him.

"Order anything you like. My treat." He told her.

Rose nodded. Both of them grabbed the menus and began looking at the choices.

As they studied the menus, the Doctor heard the chair behind him sliding out and felt someone sit down behind him.

"Max! Oh, hello, love!" he heard the woman say.

He heard them kiss and then heard the man behind him sit back down and pull his seat up towards the table. The Doctor slid his seat up further to allow the man some room and then went back to perusing the menu.

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"You won't believe this!" Max said, leaning forward.

"What is it, Max?"

"Siegfried is up to something again."

99 groaned.

"And I suppose the Chief wants us to find out what it is." She said.

"Oh I already know what his plan is. Siegfried is planning to capture an alien and use his technology to conquer the world."

The Doctor's ears perked up at that. He leaned back and titled his head slightly as he listened in.

"Oh Max, that's ridiculous. Aliens don't exist."

The Doctor raised his eyebrow and grinned at Rose who was now listening with him.

"They do too exist, 99. Aliens are as real as you or me."

The Doctor frowned.

"The woman's name is 99?" he mouthed to Rose.

Rose shrugged.

"Your name is the Doctor." She mouthed back.

"Good point." He mouthed back to her.

"Well, even if they are real, Max. How is Siegfried going to capture one?"

"I don't know, 99. That's why the chief is sending us out on surveillance. Who knows what KAOS has up their sleeve?"

"KAOS?" the Doctor mouthed to Rose.

Rose shrugged.

The Doctor and Rose looked up as the waitress approached their table.

"What can I get for you?" she asked, as she pulled a pad and pen out of her apron.

"Um…I'll have a cheeseburger with everything on it and…um…French fries." The Doctor said anxious to get back to the conversation behind him.

"And to drink?"

"Um, Coke will be fine, thanks."

The waitress looked at Rose.

"I'll have the same." She said.

The waitress nodded as she wrote down their order. Then, flipping the page over, she headed towards Max and 99's table.

"What can I get you?" she asked Max and 99.

"I'll have a Caesar Salad and an iced tea." 99 said.

"Um…I'll have a cheeseburger, hold the mayo and fries and a Coke." Max said.

The Doctor glanced around as the waitress wrote down their order, stuffed the pad and pen back into her apron and walked off.

"Good," the Doctor muttered under his breath. "Now get back to your conversation."

"So did intelligence find out where Siegfried's headquarters is?" 99 asked.

"Yup, I got the directions from Larrabee after I got up off of him." Max replied.

"Got up off of him?" 99 said, confused.

"I…uh…kinda tripped over him coming out of the Chief's office." Max said sheepishly.

"Aw, Max, love; you need to be more careful." 99 admonished him.

"I know 99, but I can't help it if Larrabee was behind me when I came out. You know how he is. They need to put a bell on him or something so you can tell where he is at all times."

"Well, I wish they would put Larrabee on this assignment instead of us." 99 complained. "I mean, I just gave birth a month ago and the maternity leave the Chief gave me wasn't nearly long enough. I wanted to spend more time with Zack and Maxine before I went back to work."

"I know, 99, but you know the forces of evil and badness can't wait for you to get through bonding with the twins."

"Forces of evil and badness?" the Doctor mouthed to Rose as she clamped her hand over her mouth.

The Doctor and Rose looked over as the waitress brought over a tray filled with their food and Max and 99's food and set it down on a nearby table. They smiled at her as she sat their food in front of them.

"I think this is a waste of time, Max." they heard 99 say. "I still don't think aliens exist."

There was a pause as the waitress gave Max and 99 their food. They waited until she was gone before they resumed their conversation.

"99, for the last time, aliens are real." Max said, as he picked up the shaker of salt. "Haven't you ever seen the movies? Aliens could be among us right now! Why, they could be in this very restaurant!"

As Max waved his hands for emphasis, the salt shaker slipped out of his hand and flew backwards. 99 sighed and put her head in her hand as they heard the man behind him yell out in pain. Max turned to see the man behind him rubbing the back of his head and glaring at him while the woman across from him giggled hysterically.

"Um…sorry about that, fella." He said sheepishly.

He quickly turned back around as the man grumbled curses at him.

"Anyway, as I was saying, 99; aliens could be among us in this very room. It could be the cook, the waitress; it could even be the fella behind me, for all we know."

99 frowned. She thought she saw the man sitting behind Max stiffen for a moment. She stared at him and then shrugged. It was probably just her imagination. She turned her attention back to her husband as he eagerly devoured his hamburger.

"So I suppose we have to start this surveillance as soon as possible." She said to him.

"Right after we eat." Max replied through a mouthful of hamburger. "The location is not too far from here actually. Only a couple of blocks."

The Doctor and Rose glanced at each other.

"Follow them?" Rose mouthed to the Doctor.

The Doctor nodded.

A silence fell on the two tables as both couples hurriedly ate their food.


	3. Chapter 2

Chapter Two

"Here's the spot, 99." Max said as he pulled his car up to the curb.

As they sat in the car and checked their weapons, they failed to notice a cab pulling up behind them.

The Doctor and Rose got out of the cab. The Doctor hurriedly paid the cab driver and as the cab pulled away they ran to a nearby alley and leaned back against the wall as they kept an eye on Max and 99.

"Do you think this Siegfried is really going to try to catch an alien?" Rose asked.

"I don't know, but we can't take any chances. If he's trying to get his hands on alien technology so he can rule the world we have to put a stop to it."

"So, what do we do?"

"Nothing, at the moment. We just wait here and follow their lead." He replied, pointing to Max and 99

Rose leaned against the Doctor and put her head on his shoulder as he leaned his head on hers.

"So, what'd you think they are?" Rose asked, as she stared at them. "CIA?"

"Talked like it." The Doctor replied. "They sound like they're with some kind of spy organization."

"Well, if they are spies, that guy needs to learn how to talk a lot softer. Could hear every word he said." Rose said, pointing to Max.

The Doctor grimaced as he rubbed the back of his head.

"He needs to learn to get a better grip on the salt shaker as well."

He eyed Rose as she began giggling.

"Yeah, I know, you thought it was hilarious."

"It was. The look on your face when it hit your head was priceless. Serves you right for being so nosy."

"Um, as I recall, you were listening right along with me, Rose Tyler." The Doctor replied. "So, don't start accusing me of being nosy. I…"

"What?" Rose asked, as the Doctor suddenly stopped himself.

He put a finger to his lips and pointed to Max and 99. Rose looked over and noticed they had ducked down in their car as two men got out of a car in front of them and headed into the abandoned building. After a few moments, they saw them sit upright and lean in as they discussed something. A few minutes after that, they saw them open their car doors and get out.

"Wait and see what they do." The Doctor muttered to Rose. "If they go inside, we follow them."

"Rose nodded.

They leaned over slightly and watched as Max and 99 crouched down and ran over to a bush beside the door. They hunkered down behind it and readied their guns as Max looked back and whispered something to 99. 99 nodded and reached into her purse as Max kept an eye on the door. The Doctor and Rose watched as 99 pulled a small silver tool out of her purse and closed it. Then, as Max looked all around, 99 crept up to the door and inserted the tool in the lock. She fiddled with the lock for a few minutes and then grinned as she took it out and put it back in her purse.

"Max!" they heard her say in a loud whisper. "I got it."

Max nodded and crept out from behind the bush. He crouched down behind 99 and held his gun up as she put her hand on the door handle and slowly opened the door.

"Good for her. I won't have to use my sonic screwdriver now." The Doctor muttered to Rose.

They watched as 99 opened the door enough to see in. She cautiously looked around as Max readied his gun for an attack. After a moment, they saw 99 look back at Max and nod. Max relaxed his gun slightly as 99 opened the door all the way. She and Max stood up and held their guns out in front of them as they slowly went inside.

As the door shut behind him, the Doctor glanced at Rose.

"Ok, now." He said.

Rose nodded and the two of them crept up to the door. The Doctor reached into his inside jacket pocket and brought out his sonic screwdriver as Rose repeated 99's maneuver and cautiously opened the door. Rose peeked inside at a dark, dusty, empty room. She glanced around and seeing it was empty looked back at the Doctor.

"All cle…"

She paused as she noticed the Doctor was holding his sonic screwdriver up above his head.

"What are you doing?" she asked.

"I'm guarding you with my weapon like Max did with 99."

He grinned as Rose swatted his chest.

Standing up, they crept into the building and closed the door behind them.

Rose coughed as their footsteps stirred up the dust.

"Blimey, why anyone would want this for their headquarters is beyond me. It's filthy in here." She said, swiping at the dust particles.

They crept along silently. As they turned a corner, they crouched down as they saw Max and 99 crouched down up ahead of them. Beyond them, there was a room. The door was slightly ajar and light flooded into the corridor as they heard someone inside speaking with a heavy German accent. The Doctor and Rose listened silently as they kept their eyes on the room.

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"Zo, vhat you are telling me, Shtarker is you have not found ze alien like I vanted." Siegfried said to his right hand man.

"Ja, Siegfried, that is vat I said. Ve haven't been able to find any alien yet."

"Even vith the detection device I gave the two of you? Did that not work?"

He looked at his left hand man who was standing beside Shtarker.

"Vell? Vat about you? Vat do you have to say about all of zis? Vat is your excuse for your incompetence?"

"Um, I'm just a temp?" the left hand man replied nervously.

"No, you are a dummkopf and a dead dummkopf at dat."

"But Herr Siegfried, I am not dead." The left hand man insisted.

"Oh!" Siegfried said, hitting himself on the forehead. "You're right. How careless of me."

He pulled a gun from his side holster and shot the left hand man dead.

"Dere, now you are dead." He said to him.

He looked at Shtarker.

"Oh please, Siegfried, don't kill me too." Shtarker babbled as he fell to his knees. "I vill not fail you again!"

"Shtarker, get up. How many times do I have to tell you? Zis is KAOS, ve don't grovel here!" he said.

"Oh right, sorry Siegfried." Shtarker said, getting up and dusting himself off. "I keep forgetting."

Siegfried shook his head as he muttered something in German.

"Okay, Shtarker," he said, sighing." I vill give you von more chance to find ze alien! I need an alien to complete my plans for vorld domination and I vill accept no excuses. Get out der and find me zat alien and do it before the Shmarts catch on. Now go or I vill be forced to execute you along vith ze temp der."

"Ja, Siegfried. I go now." Shtarker replied.

"Good and remember vat vill happen if you fail me. Now go."

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Max and 99 and the Doctor and Rose backed up into the shadows as Shtarker exited the room. They stared at him as he clipped a little black box onto his belt and turned it on. Shtarker frowned in confusion as the box immediately began to beep repeatedly.

"Herr Siegfried." He said, looking back into the room.

"Vat is it now?" they heard Siegfried say in an exasperated tone of voice.

"My little alien detection device is beeping. Vat does that mean?" Shtarker asked.

"It means an alien is nearby, dummkopf." Siegfried replied.

Rose gasped and glanced back at the Doctor as he flattened himself against the wall.

"Oh, is dat vat dat means? Okay, vell it must be on de fritz den." Shtarker said, tapping it.

"Did you ever stop to think it might mean an alien is nearby, dummkopf?" Siegfried said angrily.

"Oh yes, dat could be de reason too." Shtarker said with wide eyes. "I guess I should go…"

He glanced down as the device stopped beeping. He tapped at it and shrugged when it remained silent.

"Dat's funny. It's stopped. I vonder why?" he mused.

Rose looked back at the Doctor who was putting his sonic screwdriver back in his jacket pocket.

"Good think you had that." Rose whispered.

"Tell me about it." The Doctor replied.

"Herr Siegfried." Shtarker said, looking back in the room.

"VATT IS IT?"

"The device stopped beeping. Vat does dat mean?"

"IT MEANS GET OUT DER AND VALK AROUND UNTIL IT STARTS BEEPING AGAIN BEFORE I PUT A BULLET IN YOUR HEAD!" Siegfried screamed.

"Oh okay, Siegfried." Shtarker replied.

As Siegfried muttered curses in German, Shtarker turned to go. As he turned, he kicked up dust from the floor and stopped a few steps later when he suddenly heard a loud sneeze behind him.

"Um, Siegfried?" he said.

"VAT?"

"Did you just sneeze?"

"NEIN!"

Shtarker frowned. He turned back around.

"Okay, den who just did?" he said, walking back towards the door.

He paused near the door and looked around. The Doctor and Rose held their breath and 99 held her finger under Max's nose to prevent him from sneezing again as Shtarker scanned the room.

Finally after what seemed like ages, Shtarker shrugged and started on his way. As he did, Max let out a sigh of relief and relaxed his legs. He grimaced as Shtarker tripped over his outstretched legs and fell to the floor. The Doctor and Rose gasped as Shtarker looked back at them and screamed out,

"SHMARTS!"


	4. Chapter 3

Chapter Three

"Alright, Shtarker, freeze!" Max said, pointing his gun at him as Shtarker struggled to his feet.

"Siegfried, help!" Shtarker yelled.

99 leapt up as Siegfried came to the door.

"Freeze!" she said, pointing her gun at him.

Siegfried chuckled

"Mrs. Shmart, do you think I am zo stupid that I vould only have Shtarker to protect me? Especially since the man has the brains of a flea?"

Smirking, he looks across the room to another door.

"Now! Kill the Shmarts!" he yelled.

99 gasped as the door flew open. She leveled the gun at the door expecting a dozen KAOS agents to come barreling through. Both her and Siegfried blinked in surprise as only one man came into the room.

"Vat is the meaning of zis? Vere are the others?" Siegfried demanded.

The agent shrugged.

"They are on their coffee break, Herr Siegfried."

"Vell, get them off of Zer coffee break, Dey have work to do!"

"I can't."

"Vhy not?"

"KAOS union rules stipulates that every agent get two fifteen minute coffee breaks in addition to a thirty minute paid lunch and…"

Siegfried sighed.

"Never mind." He said. "Are you finished vith your coffee break?"

"Yes, I just got back."

"Good. Then…KILL THE SHMARTS!"

"Yes, Herr Siegfried."

Siegfried stepped back and locked the door as the agent pulled out a gun and aimed it at 99. She glanced over quickly and saw Max and Shtarker wrestling each other around the room. She looked back at the agent and aimed her gun at him as he aimed his gun at her.

The agent smirked as he pulled the trigger…and nothing happened. He frowned as he looked down at the gun and pulled the trigger two more times.

"What? My gun is jammed." He muttered. "How did that…"

He glanced up and his eyes widened as 99 rushed to him and gave him a karate chop to the neck. He fell to the floor unconscious as 99 turned to help her husband with Shtarker. She paused as she saw two people standing nearby. She recognized them as the man and woman who had sat behind them in the café. The man was holding a long silver object with a blue tip.

"What are you doing here?" she demanded.

"I'm fighting Shtarker! What does it look like, 99?"

"Not you, Max!" 99 said as Max and Shtarker rolled around on the floor exchanging punches.

Max punched the agent away and looked over at the Doctor and Rose.

"Say, you're the people that were behind us in the…"

"Never mind us, look out!" The Doctor yelled.

Max turned his head just in time to see the agent's fist coming towards his face. He let out a grunt as his head snapped back and he fell back to the floor. The agent fell on top of him and pulled a dagger from his waistband. Max grabbed his arm and fought with all his strength to keep the agent from stabbing him in the face. Suddenly, the agent let out a surprised yell as both Rose and 99 fell on top of him and started punching him in the back. The Doctor quickly ran over to the locked door, unlocked it with the sonic screwdriver and flung it open. He glanced in and cursed as he saw that Siegfried had gone out an open window at the back of the room. He heard Rose yell out and jerked his head out as he saw two more agents coming into the room and aimed their guns at Rose and 99.

He aimed the sonic screwdriver at the guns and disabled them. Then, with a yell, he ran to them and knocked one of them unconscious. He turned to the other one and let out a grunt as the agent hit him hard in the face. As he stumbled backwards, he lost his grip on the sonic screwdriver and it slid across the floor behind him. The agent threw away his disabled gun and leapt for the sonic screwdriver. Grabbing it, he pointed it at the Doctor and smirked.

"Ah ha, I have your weapon." He gloated. "And now say your prayers; because you are going to die."

He pushed the little button on the sonic screwdriver and grinned as he pointed it at the Doctor. The grin fell off his face as he noticed nothing was happening.

The Doctor smirked as he walked over and yanked it out of his hand.

"I'll take that." He said. "And you take this!"

The agent grunted as the Doctor hit him hard in the face knocking him unconscious. He spun around and breathed a sigh of relief as he noticed the other agent had been knocked unconscious as well and 99 and Rose were resting on top of him. Quickly, the Doctor ran over to the door the agents had come out of, closed it and locked it with the sonic screwdriver. He turned and saw 99 staring at him angrily.

"Okay, now that we're out of danger. I'm going to repeat my question. What are you doing here?" she asked.

The Doctor rubbed the back of his neck.

"We…uh…followed you." He said.

"Followed us? Why? None of this was any of your business!" 99 said angrily.

"Now wait just a moment here. Rose and I only came along to help out. If it wasn't for us, you might have been killed!" the Doctor shot back.

"We didn't need your help. We would have been fine on our own!" 99 replied. "Max and I do this sort of thing all the time."

"Yeah, well, so do we!" the Doctor said, gesturing to Rose.

99 glanced over at Rose who was lying beside her and looked back at the Doctor.

"Who are you? Scotland Yard? MI-6?" she asked.

"Nope, we're not with any government agency. Rose and I are just a couple of travelers who go around looking for adventure."

99 pointed at the sonic screwdriver.

"But that thing; I've never seen it before. It looks like something our agency would come up with. So, tell me the truth, who are you working for?"

"We're not working for anyone." Rose protested. "We're on our own, honestly."

99 shook her head.

"I still don't buy that. But at the moment there are more important things to worry about. I assume Siegfried is gone?"

"Yup, he went out through a window in there." The Doctor replied, pointing to the room.

99 cursed. She looked down at Max.

"Max, love, are you okay?" she asked worriedly.

"I will be once you two get up and I can get this guy off me." Max said in a muffled voice.

"Oh! Sorry, Max." 99 said.

She and Rose got up and the three of them helped to roll the unconscious agent off of Max.

Max gasped for air.

"Thanks." He said breathing a sigh of relief.

99 helped him to stand up and he walked up to the Doctor.

"So, you claim that you and this woman just happen to be a couple of good Samaritans who decided to come in here and help us out?" he asked him.

"Yup, that's what we are."

He folded his arms over his chest.

"And what exactly made you decide to come and help us out?" he asked the Doctor. "You just make it a habit to go and help out random strangers?"

"Yes, Rose and I believe in helping others out whenever we can."

"Uh-huh." Max said as 99 narrowed her eyes at him. "And what if I were to make the suggestion that you and Rose are in fact KAOS agents and you came in here and punched out your own men to make us think that you were on our side so we would trust you and be lured into a trap."

"Well, then I would have to reply that your suggestion is 100 percent wrong. Neither I nor Rose are affiliated with KAOS, in fact until today neither of us had ever heard of it before."

99 and Max glanced at each other.

"Well, then, if you are just a couple of good Samaritans, then you've done your good deed for today and you can move on now." Max said. "99 and I can handle it from here."

He folded his arms over his chest and waited for the Doctor and Rose to move.

"Well, get a move on, buddy. 99 and I are okay now. Thanks for all your help; now leave." He said.

"Just one question." The Doctor replied.

Max and 99 glanced at each other.

"Yeah?" Max said hesitantly.

"How dangerous is this Siegfried? If he did acquire an alien and its technology is there a chance he would succeed in taking over the world with it or is he just a megalomaniac with delusions of grandeur?"

Max's eyes widened.

"How do you know about his scheme to capture an alien?" he asked incredulous.

The Doctor's mouth dropped open.

"Are you kidding? Rose and I could hear every sodding word you said. I'm sure the whole café could hear you."

"Oh, yeah." Max muttered.

99 sighed.

"Max, love, I keep telling you to keep your voice down when you're discussing top secret information."

"I know, 99, but you know how I get when I get excited; my voice just gets loud." Max said to her.

"Well, if I were you, I would learn to control your voice." The Doctor replied. "I don't think the CIA would appreciate it if everyone on Earth was able to hear all their secrets."

"We're not CIA." 99 replied.

Max snorted.

"Yeah, we're a lot better than those losers."

The Doctor raised his eyebrow.

"Oh, well, FBI then?"

"Nope, we're with CONTROL!" Max said proudly.

"Max!"

Max looked back at her stern face and cleared his throat.

"Um, yeah, maybe I shouldn't have given that tidbit out to a couple of civilians." He muttered as 99 sighed.

"Don't worry, anything you say won't be repeated." The Doctor assured them. "Rose and I are both good at keeping secrets."

"That's good." 99 said. "Because everything you heard was classified information so if I were you I would keep it just between us. Now, as for your question; I have a question of my own. Why do you want to know? If, as you claim, you are just a couple of civilians; why are you so interested in what Siegfried is up to? Who are you really? And trust me, if you won't give us a satisfactory answer, Max and I will be shadowing your every move until we find out the truth. Because trust me, I can tell when someone is lying to me and you are lying. So, out with it, who are you?"

The Doctor sighed.

"If I tell you, will you do what you've asked us to do and not let this go beyond the four of us?" he asked.

Max and 99 glanced at each other.

"Yes, Max and I promise not to tell anyone what you tell us."

The Doctor glared at Max.

"You, I can see keeping that promise. Him…"

"I promise." Max said annoyed. "Whatever you say will not be repeated."

The Doctor raised his eyebrow.

"I'm still not convinced but I guess we have no choice since you'll just go find out the truth on your own if we don't say anything. Anyway, I am a part of this now for better or for worse so it will benefit you to know the truth about me."

Max and 99 glanced at each other.

"What do you mean you're a part of this?" 99 asked.

The Doctor sighed.

"Until I came along I'm sure Siegfried probably had a snowball's chance in Hell of succeeding with his plan but now there is a very real chance he might."

Max frowned.

"Why? What do you have to do with all of this?" he asked.

The Doctor glanced at Rose and looked at them.

"Well, you know when that guy's alien detection device started beeping?" he said.

"Yeah, Siegfried said that was because an alien was nearby." Max said.

"And he was right."

The Doctor sighed.

"I'm the alien." he said.


	5. Chapter 4

Chapter Four

99 stared at him in disbelief.

"What?"

"I'm an alien." The Doctor repeated.

She looked over at Rose.

"It's the truth. He is." She said.

She looked at the Doctor.

"Wait a moment, you can't be. You look like us." She protested.

The Doctor shrugged.

"My kind are humanoids." He replied.

"No, wait, I still don't believe you are an alien. There is just no way you can be, right Max?"

She glanced over and sighed when she noticed Max was beaming.

"My husband on the other hand has no trouble believing in such things." She added.

Max stepped up to the Doctor.

"This is incredible. I keep telling everyone aliens exist and here you are!" he said overjoyed.

The Doctor smiled.

"Yup, here I am." He replied.

Max spun around.

"You know what this means, 99? I was right!" he said gleefully.

He began to jump up and down repeatedly.

"I was right! I was right! I was right!" he chanted as he hopped up and down.

"Um, Max." 99 said, trying to get his attention.

"I was right! I was right! I was right!"

"Max!"

"I was right! I was right! I was…"

"MAX!"

Max stopped jumping.

"What, 99?"

"You're jumping up and down on his feet!" 99 said, pointing down.

Max turned around and saw the Doctor frozen in pain with his mouth wide open and his eyes bulging out.

"Oh, eh, sorry about that." He said sheepishly.

"Not a problem." The Doctor said in a strained voice. "Now could you step off my feet, please?"

Max looked down and quickly stepped off his feet. The Doctor gasped and grabbed onto Rose as she led him over to the wall. Max cleared his throat nervously as the Doctor leaned against the wall and glared at him.

"Anyway 99, isn't this great! Finally proof of life on other planets!" Max said, overjoyed.

"What proof, Max? He looks like us!" 99 said, pointing to him. "I can't see anything alien about him at all!"

"He has two hearts." Rose said.

99 looked at her and then looked at the Doctor.

"You do?"

The Doctor nodded.

"Two hearts! This just keeps getting better and better."

The Doctor's eyes widened as Max hurried over to him. He quickly ducked behind Rose and positioned his feet directly behind hers.

Max paused.

"We don't have a stethoscope though." He said.

He looked at 99.

"Do you have a stethoscope in your purse, 99?"

99 shook her head.

"Drat." Max muttered.

"Um…I have something that will help prove I'm an alien. But…"

He paused.

"You must swear never to tell anyone about it because if Siegfried learns about it he could use it to take over the world. So, promise me if I show you this proof you'll keep your mouths shut."

"I promise." 99 replied.

The Doctor looked over at Max.

"Promise?" He said to him.

"You mean we can't tell anyone at all?" Max whined.

"No, you can't tell anyone! It's risky enough letting the two of you see my TARDIS as it is. I don't want a whole mess of people finding out especially since planet Earth is at stake. So swear to me you won't tell a soul or I'm not going to show it to you."

Max sighed.

"Okay, I swear I won't tell anyone." He said dejected. "I just wish you'd let me show you to our Chief. I told him if I ever found an alien that I would bring it in to CONTROL headquarters so he would be convinced there was life on other planets."

"Well, I'm sorry but I draw the line at being a show and tell object." The Doctor replied. "I'm sure your Chief is a good man, but I still don't want to risk too many people finding out about me. So, you promise?"

"I promise."

"Okay, well, follow us then and we'll take you to our TARDIS."

He started to leave when Max stopped him.

"Hold on, I have to call the Chief."

He held up his hands as the Doctor glared at him.

"Not that. I have to tell him to send people over to pick up these KAOS agents so we can interrogate them." He replied.

The Doctor relaxed and nodded.

He started to leave figuring Max would have to go outside and find a phone booth. He stopped and stared at him as Max took off his shoe.

"What are you do…" he started to ask.

He blinked in astonishment as Max turned the shoe over, twisted the heel and took the bottom off. He and Rose exchanged glances as Max dialed a number and put the shoe to his ear.

"Hello Chief, this is agent 86." He said into the shoe.

"Bitchin' I want one of those." Rose said, nudging the Doctor.

"Chief, 99 and I were able to infiltrate KAOS headquarters and…"

He glanced at the Doctor and Rose.

"We were able to subdue Shtarker and 3 other KAOS agents by ourselves, but…Siegfried got away."

He pulled the shoe away from his ear and grimaced as the Chief yelled at him.

99 rolled her eyes as Max gingerly put the phone back to his ear.

"Yes, Chief, I know we shouldn't have let Siegfried get away. But we were kinda busy defending ourselves, and well, look on the bright side, Chief, we have Shtarker now. We can interrogate him."

He listened for a moment and glanced over at the Doctor.

"No, Chief, we weren't able to find any aliens." He said.

The Doctor smiled his thanks as 99 beamed proudly at her husband.

Max sighed.

"Yeah, you're right, Chief. There probably is no such thing as aliens. It's just Siegfried imagining things."

He held the phone away from his ear.

"See, I can keep secrets." He said softly.

He put the phone back to his ear.

"What? Oh, nothing, Chief. I was just saying something to 99. But listen, I have to go. We can't let Siegfried's trail grow cold. I just wanted you to send some agents to pick up these men before they wake up."

Max paused and nodded.

"Okay, I'll keep you updated, Chief. Gotta go, bye."

He hung up the shoe phone, picked up the heel, put it back on and put his shoe back on.

"Thank you." The Doctor said gratefully.

"Well, I did want to tell the Chief, but you're right. Secrecy is essential right now and I can't risk others knowing you're an alien. Especially with Larrabee sitting right next to the Chief's office. If anyone would blab, it would be him."

He slapped his hands together.

"Well, let's go see this…"

He frowned.

"TARDIS?" he said hesitantly.

"Yes, TARDIS is what I call my ship. It stands for Time And Relative Dimension In Space."

"Wow, sounds impressive." Max replied.

"Oh it is very impressive. Just follow me and Rose and we'll show you where it is."

Max nodded. He grabbed 99's hand and they followed them out of the building.

As the door shut behind them; Shtarker opened his eyes and raised his head up.

"Zo, that von man is an alien, eh? I vill follow them and zee this TARDIS for myself. And then, when ve have captured the alien and his machine and done away vith the Shmarts, KAOS vill finally rule the vorld!"


	6. Chapter 5

Chapter Five

"Right here." The Doctor said.

Max pulled his car up to the curb. He and 99 were in the front of his Sunbeam Tiger while the Doctor and Rose were squeezed into the back. While Max was switching off the ignition; Shtarker, who had been running to keep up with them, quickly ducked behind some stairs near the car.

Max and 99 got out and let the seats up so they could get out. As the Doctor and Rose stretched their legs, 99 noticed an odd blue phone booth sitting in the nearby alley. Frowning, she walked over to it and examined it.

"Max!"

Max looked over at 99.

"Yeah?"

"Come here and look at this."

Max walked over as the Doctor and Rose shut the car doors and followed them.

"This is my TARDIS." The Doctor explained as they came up behind 99.

Max and 99 gave him a confused look.

"It is?" 99 asked.

"Yup, stand aside and I'll show you the inside." The Doctor said.

As he reached into his pocket for his key, Shtarker silently crept up to the alley and peeked around the wall at them.

The Doctor turned the key in the lock and looked back at Max and 99.

"Remember, no one can know anything about this." He reminded them.

Max and 99 nodded.

The Doctor smile and opened the doors.

"My TARDIS." He said, gesturing inside.

Max and 99 stood and stared at the inside in total disbelief. Once 99 had gotten over the initial shock, she took a quick walk around the TARDIS and looked back inside.

"I don't understand; how is this possible?" she asked, gesturing inside.

"Well, the interior is in another dimension. What this is…" The Doctor said patting the side of the TARDIS. "is my front door."

Max and 99 looked at each other.

"Oh my God, this is incredible, Max." 99 said.

"Now do you believe me about aliens being real." He asked her.

99 nodded.

Max looked at the Doctor.

"Can…we go inside?" he asked hopefully.

"Be my guest."

He stepped aside as Max and 99 held hands and went inside. The Doctor winked at Rose as the two of them stood staring around the interior in awe.

As they followed them inside, Shtarker quickly scrambled into the alley and crouched down beside the TARDIS as he listened quietly.

"So, this TARDIS can fly anywhere in the universe?" Max asked

"It can and it is also a time machine. It can go anywhere in time and space." The Doctor replied.

Max and 99 looked at each other, stunned.

"Max, you know what it would mean if Siegfried got his hands on the TARDIS?" she asked him.

"Of course I do, 99. I'm not an idiot. I know exactly what it would mean if Siegfried got his hands on the TARDIS!"

He paused.

"Um, what would it mean, 99?" he finally asked.

"It means that Siegfried could use this TARDIS to go back in time and change history." 99 explained patiently.

"Of course, 99." Max said as realization dawned on him. "He could change history in KAOS's favor."

"Exactly, Max." 99 replied. "So the Doctor is right about us keeping this a secret. If Siegfried gets a hold of it who knows what might happen."

"Well, actually, even if Siegfried managed to get into this TARDIS; he still wouldn't be able to fly it. I'm the only one who knows how."

"So Siegfried would need to capture you too in order to make the TARDIS work." 99 said.

"Yes, he'd have to force me to fly it and trust me; I would willingly die before I did that."

"KAOS has ways of making people do things though." Max said. "They could torture and brainwash you."

The Doctor shrugged.

"Had people do that to me hundreds of times. It never works. I can withstand almost any torture and it's next to impossible to brainwash a Time Lord."

"Time Lord? Is that another title you use like Doctor?" 99 asked.

"No, Doctor is my actual name. Well…it's not really, but it's the name I choose to go by. Time Lord is a title, however. It's my profession."

"Wow, pretty fancy. I oughta ask the Chief to start calling me Spy Lord." Max said.

"I don't think the Chief will go for that, Max. You already have enough of an ego without being referred to as Spy Lord." 99 replied.

The Doctor and Rose sniggered as Max shot 99 a look.

"I'll just pretend you didn't say that, 99." He said.

99 shrugged.

"So…how are we going to hide this thing?" Max said. "It doesn't look like any phone booth I've ever seen so I don't think we could sit it on a corner and pretend it's one; and people are going to notice it sitting in this alley."

"Well, do you have a house?" the Doctor asked.

"We have an apartment." 99 replied.

"Is it pretty big?"

99 nodded.

"Well, we could do what I do whenever Rose goes home to visit her mum. I usually land inside her mum's flat and the TARDIS just sits in the corner while we're there. If you have enough room I could do that too and that way it would be out of sight. And…Rose and I could just stay inside it and you wouldn't have to be troubled with accommodations since the TARDIS has everything we need."

99 thought.

"I think you could fit it next to the closet." She said. "Don't you think so, Max?"

Max nodded.

"Yeah, there's some space right beside it. I think this TARDIS would fit."

"Excellent. What we could do then is one of you can drive the car and the other can ride with me and give me the directions and I'll go ahead and set it down in your apartment."

"You go with them, 99. I need to go check into CONTROL and see if the Chief has any further instructions for us. I'll stop on the way home too and pick up some Chinese or something for all of us to eat."

He looked at the Doctor.

"Do you eat Earth food?" he asked.

"Oh blimey yes," Rose said. "The man is a chowhound. He eats anything."

The Doctor stared at her.

"Well, you do." Rose said. "The way you eat I'm surprised you aren't the size of a bloody sumo wrestler by now."

The Doctor rolled his eyes as Rose giggled and looked at Max and 99.

"Yes, I do like Chinese food." He said ignoring Rose. "Although, you don't have to go to the trouble of doing that for us. We have food in here."

"Well, we usually get take out. 99 and I are out all the time and we don't have much food in the refrigerator, so it's no trouble at all." Max replied. "Besides, if you're going to be sitting in our apartment it would be rude to make you stay in the TARDIS."

"Yes, Max and I would love to have you eat with us." 99 added. "We don't entertain much, as you can probably imagine, and it's nice to have some new people over to our apartment. So please, by all means, make yourself at home."

The Doctor smiled.

"Then Rose and I accept your invitation." He said as Rose nodded in agreement. "And we'll try to be careful with the noise since I guess you said you have children?"

He smiled as Max and 99 gave each other a loving look.

"Yes, we do. Twins." 99 said to the Doctor.

"Well, we'll be extra quiet then." The Doctor replied.

"Aw, don't worry about it. I'm always making noise. Zack and Maxine are used to it." Max said.

He glanced at his watch.

"And on that note, I guess I better get going. I'm sure the Chief has sent men around to KAOS headquarters by now, I want to see if they've found out anything from them."

He looked at 99

"I'll see you in the apartment, 99." He said.

"Be careful, love. Especially since Siegfried knows we're on to him."

"I will. I love you."

"I love you too, Max."

Rose let out a little awww as Max and 99 kissed.

Breaking apart, He started outside.

Shtarker, who was crouched near the door, quickly hurried around the TARDIS and hid behind a nearby trash bin as Max emerged.

As he walked to his car, he heard the TARDIS doors close behind him. He paused as he heard an odd wheezing sound and turning, he stood frozen in shock as the TARDIS dematerialized in front of his eyes.

"Incredible." He said softly.

Shaking his head in amazement at the events that had transpired in the last few hours, he got in the car, started it up and drove off towards CONTROL headquarters.


	7. Chapter 6

Chapter Six

The Doctor opened the door of the TARDIS and looked around.

"Is this it?" he asked 99.

99 stuck her head out.

"Yes." She said impressed.

"Oh my God, the Doctor got it right for a change. Be still my bloody beating heart!"

"Shut up." The Doctor said looking back at Rose as she giggled.

99 put her finger to her lips.

"I think Maria, the maid, is still upstairs. Close the TARDIS doors and make yourself comfortable on the couch and I'll get rid of her for the day." She said.

She pointed over to the bar.

"You can have a drink if you want or there is milk and soda and orange juice in the refrigerator. Just make yourself comfortable."

The Doctor nodded and closed the TARDIS doors as 99 headed upstairs.

"Oh!" 99 said, pausing on the stairs. "I almost forgot. If you do decide to have a drink; don't use the seltzer bottle."

The Doctor and Rose glanced at each other as 99 continued off the stairs.

"Why? What's wrong with the seltzer?" she whispered.

The Doctor shrugged. They glanced over to the bar in the corner and the seltzer bottle sitting on top of it. The Doctor grinned at Rose.

"Doctor."

"What?"

"I know that look. You're going to go find out, aren't you?"

The Doctor shrugged.

"Call me the Curious Storm." He said.

"Your funeral." Rose replied shrugging as she followed the Doctor over to the bar. "I just hope you remember what it is they do."

"Oh come on, Rose. This is an apartment in Washington D.C., not a set in a bloody James Bond movie. How bad can it be?"

Rose shrugged.

"Just remember what curiosity did to the cat." She muttered.

Ignoring her, he picked up a shot glass and set it down beside the seltzer bottle. He stared at the bottle for a moment before he gingerly put his hands on it. He paused a moment and then jerked it up off the bar. He winced expecting something to happen and looked around when nothing did. He looked at Rose.

"See, nothing happened." He said shrugging.

"Maybe that's acid in there or something?" Rose offered pointing to the bottle.

"Hmmm, could be. Let me just spray a little out into this shot glass and take a look."

He pressed down on the handle and let out a yelp as the light fixture behind him came down, bonked him on the head and went back up. The Doctor rubbed his aching head as Rose bent over laughing.

"What the bloody Hell is that for?" the Doctor said staring up at the light fixture. "They get a lot of people from KAOS in here wanting drinks or something?"

"She told you not to touch it." Rose said. "So, it's your own fault, Doctor."

"Yeah, yeah." He said walking past her.

They paused as 99 and a middle aged woman came down the stairs.

"Thank you for all your help, Maria." 99 said to her.

"Not a problem, Mrs. Smart. Be back tomorrow at the same time?"

"Yes, that'll be fine."

Maria paused and looked at the TARDIS.

"What is this?" she asked. "It looks like a phone booth."

"Um…that? That is…um…a sculpture." 99 said.

Maria looked at her.

"A sculpture?"

"Yes, a sculpture. My husband is into modern art and he found this the other day and bought it, and he had a couple of friends bring it up here." She said gesturing to the Doctor and Rose.

Maria stared at it.

"Well, if were you I would get these people to take it back. The thing is hideous." She said, making a face.

"The only hideous thing around here is that massive beehive on top of your ape head." The Doctor muttered as Rose giggled.

99 quickly ushered Maria to the door and saying a quick goodbye got her to leave. She sighed as she closed the door behind her.

"I'm sorry about that. I'm not too fond of having Maria here but it's the only way I can hold down a job." She said. "I love being a spy and I'm not about to give it up just because I've had twins."

The Doctor smiled.

"A modern woman." He said.

99 nodded and smiled.

"Yes, I am and proud of it." She replied.

She glanced at their empty hands.

"You don't want anything to drink?" she asked.

Rose giggled.

"What?" 99 asked.

"The Doctor tried your seltzer bottle over there." She said.

99 glanced at it and looked at the Doctor.

"And you got hit on the head, I assume?" she asked him.

"Yes, I did."

"I told you not to use it."

"I know, but I can't help being curious."

"He gets into everything." Rose added.

99 rolled her eyes.

"Oh God, you and my husband would get along perfectly." She said. "I don't know how many times I've had to rescue him because he was curious about something and ended up getting hurt or caught."

She paused.

"Don't tell him I said that though, he'll deny it to his last breath." She added.

"Wow, Doctor, you and Max really could be twins." Rose said.

The Doctor shot her a look as she chortled.

"Anyway, if I were you I'd look before I used anything else. The whole apartment is booby trapped in case intruders get in here and some of them aren't quite as tame as a bonk on the head. So just a friendly word of advice, I wouldn't get curious about anything else." She warned.

She started off towards the kitchen.

"Would you guys like anything to drink?"

"I'll have a soda." Rose said.

"So will I."

99 nodded.

"I'll be right back then." 99 said.

Rose looked at the Doctor as she walked into the kitchen.

"What was that you were saying about this not being a James Bond set?" she said, giggling.

"Okay, I might have been mistaken about that. I'm not a spy so I wouldn't know." He replied.

They went and waited on the couch as 99 returned a few minutes later carrying a tray with their drinks on it. She sat it down on the coffee table and sat across from them as she picked up a glass of milk.

"So, where are you from then?" 99 asked, as the Doctor and Rose took their drinks. "Mars, Jupiter?"

"Oh no, I'm not from this solar system. I'm from a planet called Gallifrey." He replied.

"Hmmm, never heard of it."

"No one on Earth has." The Doctor replied. "On other planets it's well known."

"Are there a lot of aliens out there?"

"Oh yes, thousands and thousands of alien species across the universe. Earth is not alone at all."

99 shook her head.

"It's hard for me to believe that I didn't accept that. I mean given what I do and what Max and I have seen and all the things CONTROL has come up with you would think I would readily accept that aliens existed like my husband does. But I guess maybe it's because I grew up watching corny sci fi movies and seeing all those hokey aliens made it hard for me to believe there were real ones. It's nice to know that all aliens aren't running around kidnapping women in their underwear."

She stared at Rose.

"Are they?" she asked.

Rose giggled as the Doctor grinned.

"No, I didn't kidnap her, I invited her to come along with me and she accepted." He said.

"And she wasn't in her underwear either." He added.

"Yeah, and I know how much of a letdown that was."

The Doctor shook his head and smiled as Rose poked him in the side.

"So how long have you been traveling with him?" she asked Rose.

"Oh, about a year and a half now."

"And your mother is okay with that?"

"Not really but she knows how much I love being with the Doctor so she doesn't say anything."

99 paused.

"Are you two in love?" she asked.

Rose nodded as the Doctor put his arm around her shoulder and gave her a squeeze.

"Wow, that must have really been a shock for your mom."

Rose laughed and nodded.

"Yeah, no one really understands my love for the Doctor, but I don't care because I love him and he loves me."

"That's how it was with Max and me. Max is kind of a klutz as I'm sure you know by now and he's kind of arrogant and bossy and he always has to be right and truth be told there aren't too many people at CONTROL who can tolerate him. Really the only friends he has there is me and our Chief and Larrabee and agent 13 and Hymie. And people thought I was crazy when I decided to become his partner because everyone sees me as being smart and witty and accomplished and beautiful and how I could ever pair up with Max was beyond them. But…"

She smiled a wistful smile.

"Unlike everyone else, I can see past the klutz to the real man within and that's the man I fell in love with. Anything he does or says I can overlook because I love him and I know he loves me. If I didn't love him as deeply as I did I never would have agreed to become his wife and bear his children. Max may not be perfect to everyone else but he is to me and I intend to stay with him for the rest of my life and I know he feels the same way about me. He and I were made for each other."

She smiled.

"I assume that you two feel the same way?"

The Doctor and Rose nodded.

"Well, then, don't let anyone stand in the way of your happiness." She said. "He's a very handsome man in my opinion and you're both young so you could…"

She paused as she noticed the Doctor and Rose giggling.

"What?" 99 asked.

"Um…he's not that young. That's the other thing that my mum's not happy about. I'm 20 and he's 901."

99 eyes bulged out.

"901! Wow, you certainly don't look it!" she said.

"Well, it's kinda hard to explain but whenever my kind is on the verge of dying, we regenerate and get a whole new body. We get 13 bodies before we finally do die and I'm currently on my 10th."

"So, each time you do this regeneration, you go back to being young?" 99 asked.

"Well, actually no, the bodies can be all different ages and each one looks different from the last one. Actually, when Rose joined me I was in my 9th body so she actually witnessed me regenerating."

99 looked at Rose.

"Did you know beforehand about this regenerating?" she asked.

"No! The sod neglected to tell me about it and when it did happen it scared me half to death because I thought someone had gotten into the TARDIS and he'd been kidnapped. I didn't believe him at first when he said it was him because his other body was older and had shorter hair and a different British accent."

She paused a moment.

"Hang on a second; I have a picture of him and me in his last body. I'll go get it for you." She said.

99 nodded and they watched as Rose got up, walked over and went into the TARDIS. She emerged a few minutes later carrying a picture in her hands. She handed it to 99.

99 stared at it and looked at the Doctor.

"This is you?" she said, showing him the photo.

"Yup, that's me."

99 looked at the photo.

"Well, I can understand you thinking that someone had taken his place. He looks nothing like the man in this picture." She said.

She looked at the Doctor.

"You're very handsome. Both in this body and the last one you had." She said.

"Thank you."

"Yeah, but you oughta see some of the bodies he had. He looked bizarre."

"Rose Tyler, shut your gob!" the Doctor said as she and 99 laughed.

She handed the picture back to Rose. As Rose went back to the TARDIS, the door unlocked and Max ran into the room breathless.

"99, Shtarker is missing!" he said.


	8. Chapter 7

Chapter Seven

99 stared at him in disbelief.

"What? What do you mean Shtarker is missing?" she asked, walking over to him.

"Wow, they managed to get the TARDIS in here. I guess we did have room next to the closet." Max mused as he stared at it.

"Max, what do you mean Shtarker is missing?"

Max was snapped out of his reverie.

"Oh! Yeah, sorry; I just got back from CONTROL headquarters and the Chief told me that when the agents rounded up the KAOS agents, Shtarker wasn't with them."

99 groaned.

"Oh Max, we should have tied them up first." She said.

"With what, 99? I didn't see any rope in there. Plus, I thought we had to get the Doctor away from them as quick as we could in case there were more agents in there."

99 nodded.

"Did they get any information from the other agents?" she asked.

Max sighed.

"Well, that's the other problem. We lost two of the other agents and the third isn't talking."

"Lost? What do you mean lost?"

"Well, two of the agents managed to swallow their suicide pills before our agents could get them away from them. They got the pills away from the other guy, but he's not saying anything to anyone; so the last I heard they were trying the hypno-beam on him to get him to talk."

99 sunk down onto the sofa.

"So, unless we can get this KAOS agent to talk, we won't find out where Siegfried has gone. And by the time we do get this guy to talk, it might already be too late since I'm sure Siegfried will probably move his headquarters." She said. "And now we can't be sure if Shtarker heard our conversation or followed us and saw the TARDIS."

"Well; at least the TARDIS and the Doctor are safe." Max said, walking over to the front door and locking the four door locks. "This apartment is completely impenetrable! These locks are the finest in the world. No one will be able to get through this door!"

As he walked away from the door, he heard a creak and looked back around as the door slowly opened on its own.

"Why does it keep doing that?" Max muttered as he went back to the door and relocking the door.

He walked away and sighed when the door opened again.

"Here let me." The Doctor said, getting up.

Taking out his sonic screwdriver, he shut the door and locked it. As he walked away, Max tried the door and his eyes widened as it stayed shut. He looked at the Doctor.

"What is that thing?" he asked.

"It's a sonic screwdriver." The Doctor replied, holding it up. "It's what I use for a weapon. It doesn't kill, wound or maim but it is very good at opening and closing doors among other things."

"Wow, I'm surprised CONTROL headquarters hasn't thought up something like that yet." Max said, looking at the door. "Seems like the kind of thing they would come up with."

He looked back at 99.

"Um, in my rush to get over here I forgot to get the food so I'm going upstairs to check on the twins and get some delivered here." He said.

He gave her a quick kiss and headed upstairs.

99 plopped down on the sofa.

"Great, just great." She muttered.

She shook her head as she looked at the Doctor and Rose.

"I'm so sorry you got pulled into this mess." She said to them.

The Doctor smiled.

"Well, I believe we were the ones who pulled ourselves in so we can't complain now." He said.

"We should have checked them for those stupid suicide pills." 99 said. "Every KAOS and CONTROL agent carries them. Neither of us thought of it and now you might be in even worse danger."

"Don't worry about it, 99." The Doctor replied." Rose and I have been through worse. Whatever happens we can deal with it."

He paused a moment.

"Can I ask you something by the way?"

99 nodded.

"Is 99 your real name?"

99 shook her head.

"No, that's my agent number. Max's is 86 and I'm 99. I have a name but I guess I'm like you. I choose to use my agent number instead of my real name for security purposes."

"And Max just calls you 99 as well?" Rose asked.

"Yes."

She chuckled at Rose's bewildered look.

"I never told him my real name and he's never bothered to ask. I think he's so used to calling me 99, he's just accepted it as my real name now."

"So, what does Maria call you?" Rose asked.

"Mrs. Smart. That's usually what people outside of CONTROL call me." She replied.

"So which do you prefer?" the Doctor asked.

"You can use 99." She said to the Doctor.

He and Rose nodded.

"What about you? Do you have everyone call you Doctor?" she asked him.

"Usually. If I do use an alias, I use John Smith."

"Hmmm, not very original." 99 said.

The Doctor shrugged.

"I really don't use it that often, so I didn't bother to think up something elaborate." He replied.

"Well, I can understand that. If I have to use an alias, I go by Susan Hilton; but I've only used that a couple of times and…"

She looked down at her purse as she heard a high pitched beep coming from inside it.

"Just a moment, the Chief is calling me." She said, holding up her finger.

She opened her purse and glanced inside. The Doctor and Rose stared in amazement as she pulled out a bottle of nail polish and unscrewed the applicator off. As a little antenna came up out of the bottle, 99 put the applicator in her ear.

"Yes, Chief?" She said, speaking into the bottle.

"Cool! I want one of those as well!" Rose said to the Doctor.

The Doctor rolled his eyes.

"Yes, Chief, Max got back about ten minutes ago and told me what happened with Shtarker and the KAOS agents." She said.

She listened for a moment and then she let out a deep sigh.

"Oh no." she said, shutting her eyes and shaking her head.

The Doctor and Rose glanced at each other.

"Did they manage to get any information out of him before he killed himself?"

99 sighed.

"So, now we're back to square one." She said. "And I'm sure Siegfried and Shtarker are miles away by now."

She nodded.

"We will. That's all we can do right now, I guess."

She glanced at the Doctor and Rose.

"No, Chief, I don't want to pass this off to someone else. I actually want to continue with this assignment and stop Siegfried from carrying out his plans."

The Doctor and Rose looked around as they heard Max coming down the stairs. He stopped at the bottom and watched 99.

"No, I'm not acting like Max and having delusions of grandeur, Chief." 99 said, rolling her eyes. "I know that aliens don't exist; I'm thinking of the innocent civilians that Siegfried and Shtarker could harm trying to carry out this crazy scheme."

As she listened to the Chief, Max walked up and sat down beside 99.

99 nodded.

"Okay, after we eat, we'll go talk to agent 13 and see if he's seen anything. He's our best lead at the moment."

99 nodded.

"Okay, Chief; you have a good night too and we'll check in if we find out anything. Okay…okay…bye."

She took the applicator away from her ear and screwed it back onto the lipstick bottle.

"What now?" Max asked.

99 sighed.

The last KAOS agent is dead." She said sadly. "They left him alone in his cell while they went to prepare the hypno-beam and he had a cyanide gas tooth that they didn't know about and he bit down and gassed himself when they weren't looking."

Max sighed and slumped down in the couch.

"Another standard issue KAOS device." She told the Doctor and Rose. "Most KAOS agents have them in case the suicide pills fail or get taken away from them. They didn't check."

"The Chief needs to talk to our agents. Security is getting lax over there." Max said angrily.

"Well, that includes us, Max. We didn't check either."

"Oh yeah, right." He muttered.

He looked at 99.

"They didn't get any information from him?"

"No, Chief said to try agent 13 after we eat."

Max nodded.

"I need a drink." He muttered as he got up.

99 glanced up at the second floor as she heard the twins start crying.

"Zack and Maxine need something." She said, getting up.

She looked at Rose.

"Would you like to come and help me? I want Max to rest and the twins are usually a handful."

"Sure, I'd love to help."

99 smiled at the Doctor.

"We won't be long. I'm sure the twins are hungry or need changing."

"That's fine. I'll just talk to Max while you girls are upstairs." He replied as Max sat back down with his scotch.

Rose got up and squeezed the Doctor's shoulder.

"Have fun being domestic." The Doctor said winking.

"Shut your gob or we'll make you change the nappies while we sit and watch."

She giggled as the Doctor gave her a feigned look of horror. She leaned over and gave him a brief kiss on the lips before following 99 up the stairs.


	9. Chapter 8

Chapter Eight

Shtarker gasped for air as he paused to catch his breath. After waiting for Max to drive away, he had quickly ran all the way to the second KAOS headquarters. He had no idea where it was but Siegfried had given him the directions. As he leaned against the wall, he pulled the directions out of his pocket and consulted them.

"Okay, zo according to these directions, ze other KAOS headquarters should be right down zis alley." He muttered.

Putting the directions back in his pocket, he turned into the alley beside him and walked slowly down it looking left and right for the entrance.

"Vere is the entrance?" he muttered.

He paused as he noticed a sign beside him that said in big, bold black letters…

KAOS'S OTHER SECRET HEADQUARTERS

"Oh! Zer it is!" Shtarker said happily as he walked over to the door beside it.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Ah, they're so cute!" Rose said, as she stared down at the twins.

"Thanks." 99 replied, smiling. "They and Max are my whole life. I don't know what I'd do if I lost any of them."

Rose picked up Zack while 99 picked up Maxine. Rose grinned as Zack looked up at her with wide eyes.

"Hello there, little guy." She said softly to him.

She followed 99 as they walked over to the changing table.

"So," 99 said as they laid the twins down on the changing table. "Do you and the Doctor want to get married?"

She grinned as 99 blushed.

"I mean you don't have to say if you don't want to." She said, as she unbuttoned Maxine's sleeper.

"No, it's okay." Rose said as she unbuttoned Zack.

She thought a moment as she changed Zack's diapers.

"I wouldn't mind getting married, I guess. I mean I know in my heart he is the one. But I'm not so sure about him. He keeps telling me he doesn't do domestic." She said. "Although, I know he was married once and had children and grandchildren so I'm not sure if he would or not."

She looked at 99.

"How long have you been married to Max?" she asked.

99 smiled.

"It'll be a year November 16th." She replied.

"I wish we could have been there. It must have been nice."

99 chuckled.

"It was but it was pretty bizarre too."

"Really? Why?"

"Well, the night before our wedding, Max met up with this Dr. Madre who had plans to this uranium mine KAOS was trying to get their hands on. The map to the uranium mine was in liquid form and Max accidentally drank it; so the map to the mines was going to appear on his chest. The only problem was in order for the map to look right, Max had to remain standing for 48 hours."

"No way! He had to stand up for 2 whole days?"

"Yes, and on top of it KAOS did manage to kidnap him and Dr. Madre; but they managed to escape and Max just made it to the wedding."

99 giggled.

"And then, our honeymoon was ruined because Max had to keep standing. So our honeymoon night, I slept in the bed and he hung on a clothes hook on the back of the hotel door."

Rose laughed hysterically.

"Oh blimey, and I thought the Doctor and I had weird adventures." She said.

"You've seen a lot in the year and a half you've been with him?"

"Yes, I've seen things I didn't think we're possible. Everything from the destruction of the Earth in the year 5 billion to a werewolf chasing Queen Victoria to gas mask zombies during the London blitz."

"Wow, you've been all over." 99 said impressed.

"Yup, and I love it. I wouldn't go back to my old life now for anything."

"What were you doing?"

"I was a shop girl at Henricks Department Store in London."

"Wow, that's a huge leap for you to go from working at a department store to going through time and space with an alien."

Rose nodded.

"And you're only twenty?"

"Yes, actually, right at this moment I'm not even born yet. I met the Doctor in 2005."

99 stared at her.

"Oh my, so is the future anything like they show in the sci-fi movies with the flying cars and the ray guns?"

"Nope. None of that. Not on this planet anyway."

"Well, that's depressing." 99 replied. "Especially since Neil Armstrong just walked on the moon in July. I figured that meant we would eventually have the moon bases and space colonies."

"Nope. None of that either."

She paused.

"I better not say anymore though. I'm not supposed to talk about the future just in case it creates a paradox or something."

99 nodded.

"I understand."

They finished changing the twins and picked them up and held them in their arms as the twins stared up at them silently.

"So…if the Doctor doesn't want a family, do you think you could live with that?" 99 asked her.

Rose thought.

"I think so." She said. "At the moment, I'm content to be with him in the TARDIS and with all the danger we get into, children wouldn't be a good idea at the moment."

"Well, you know, Max and I get into danger all the time; but we thought that taking the time out to have children and watch them grow up was worth it. And, yes, there is a danger we Zack and Maxine could end up orphaned but when I look at their sweet faces and hold them, I know we made the right decision. So, if you really want children someday don't rule it out just because of what you do. Like I said, nothing should stand in the way of your happiness and if you and the Doctor want to get married and have kids someday then nothing should stand in the way of that. Things always work out for the best, trust me."

Rose nodded and smiled.

They looked over at the door as they heard the doorbell ring.

"Well, I guess the food is here. Maria fed Zack and Maxine just before she left so we can lay them back down. And before we go out tonight, I'll give her a call and tell her we're going out to dinner so they'll be safe."

Rose nodded. They walked back over to the bassinettes and laid them back down. Rose grinned at them as they both yawned and closed their eyes. As she stared at them, she imagined the Doctor and her having kids and what their life might be like and with a wistful smile; she blew them a kiss and followed 99 out of the room.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Siegfried glared at Shtarker.

"Zo, vat you are telling me is you just let Shmart drive off vithout kidnapping him?" he said, trying to keep calm. "And you didn't try to kidnap the alien or the girl or Mrs. Shmart? You just let zem all go vithout a fight, ja?"

"Calm down, Siegfried, I know vere they are going. They are at the Shmarts apartment." Schtarker said.

"Ja, and now ve can't get to the TARDIS without breaking in, dummkopf! Vat do you have to say about zat?"

"Hire a really good locksmith?"

He ducked as Siegfried took a swing at him.

"Get out dere and find a way to get ze alien, his girl, or the Shmarts and don't come back until you have dem!" he yelled at them.

"But how, Herr Siegfried?"

"I don't care how! Just do it or you vill die a slow, painful death! Now move. Schnell!"

Schtarker ran out of the room before Siegfried could do anything to him. Siegfried muttered curses under his breath as he walked back to his desk.


	10. Chapter 9

Chapter Nine

After eating their dinner and waiting on Maria to come, Max and 99 and the Doctor and Rose went out in search of agent 13.

"You know where he is?" Max asked.

"Yes, the Chief gave me directions." 99 replied.

She held up her hand as the others stopped.

"This is it." She said. He's on 13th and K Street."

They looked around expecting someone to come out of the shadows They frowned as agent 13 didn't come forward."

Max sighed.

"I suppose we'll have to find him again." He muttered.

He waited until the people around them had thinned out to almost nothing.

"13." He said, walking around in a circle. "13, where are you?"

"Over here, Max!"

The four of them spun around as they heard a muffled voice behind them. They glanced around as they noticed no one in sight.

"13?" Max said hesitantly as he walked towards the sound of the voice.

The Doctor and Rose's eyes bugged out as a little door in a nearby lamppost opened up and a face peered out at them.

"In here, Max."

"13, there you are!" Max said, walking over to him.

Rose looked at the Doctor.

"How'd he fit in there?" she asked him.

The Doctor shrugged.

"Bigger on the inside?" he offered.

"13," Max said, leaning in. "Have you heard anything about…"

"Boy, am I glad to see you, Max." 13 interrupted. "I need you to go talk to the Chief for me."

"About what?"

"About getting me my vacation."

Max sighed.

"13, we've been over this before. The Chief won't listen to me about…"

"Do you know how uncomfortable it is in here, Max? I'm about to suffocate." 13 whined. "I don't even get a break to go to the bathroom. I just have to stand here crammed into this tiny pole."

"13, I'm not interested."

"You wanna hear something worse?" 13 said, ignoring him. "Last week, I was doing surveillance in a department store and I had to spend 3 days inside a Mrs. Beasley doll. A doll, Max! Not a boy's doll like G.I. Joe, a GIRL'S doll. It was humiliating."

"13…"

"And the week before I was on a stakeout at the zoo and I spent 6 days crammed into a pelican's pouch. Do you know how long it took to get the fish smell off of me, Max? I was in the shower for…"

"13!" Max said angrily. "I don't care right now. I need to know if you've found out where Siegfried has his second headquarters at."

"Well, I'm not quite sure. After all, it's a little hard to see anything when you're stuck inside a metal pole all day, isn't it?"

"Yes, I guess so." Max muttered angrily.

"Can't go to the bathroom." 13 whined. "I'm about to burst, Max. And I've got to hold it. If I go in here, I'll drown in my own urine. At least that's what it feels like considering the amount of pee in my bladder."

"13, is this all you're gonna do? Because if you don't have anything to report; then we'll be on our way." Max said.

"You don't care about me, Max?" 13 asked, hurt.

Max sighed.

"Yes, 13, I do care about you. But we don't have time to listen to this right now. The fate of the world is hanging in the balance."

"Yeah, the fate of the world is always hanging in the balance and in the meantime I have to sit bunched up inside a coffee maker. And I also had to do that, Max. It was Hell sitting there while steaming, hot coffee dripped on my head!"

"Fine, 13, I'll talk to the Chief about getting you a vacation, okay?"

"Thanks, Max, you're a real pal." 13 said, happily.

"Yeah, yeah." Max muttered.

13 looked past him.

"Hi, 99."

"Hi, 13."

He looked at the Doctor.

"Who's the other guy?" he asked.

"He's a friend." Max replied.

"Hi," 13 said to him. "Nice to meet you. Any friend of Max and 99 is a friend of mine."

The Doctor waved at him.

"So, anyway, Max. I want to thank you for agreeing to talk to the Chief again. Its' so nice of…"

"Wait a moment." Max interrupted him. "Aren't you going to say hello to Rose?"

13 frowned.

"Rose who?"

"Rose, the other woman here besides 99."

13 glanced over his shoulder.

"What other woman? All I see is 99."

Max's eyes widened.

"What?"

The three of them spun around and noticed Rose wasn't with them.

"Rose?" the Doctor said, as he looked all around him.

Max looked back at 13.

"Did you see where she went?" he asked.

"Um…no. You've been standing here in front of the pole, Max. Until you moved, I could only see you."

Max cursed as he spun around and began calling for Rose. The Doctor noticed a nearby alley and ran down it.

"Rose? Rose, can you hear me?" he said, frantically searching every nook and cranny.

Cursing in Gallifreyan, He ran down the alleyway searching desperately for her. As he leaned to check behind the trash bin, he felt a hand on his shoulder. Spinning around, he inadvertently smacked Max in the face with his hand.

"Oh! Sorry about that." The Doctor said embarrassed. " You startled me."

"S'alright. I'm used to it." Max said, rubbing his cheek.

"Did you find Rose?" the Doctor asked.

"No, 99 went further down the street and I came in here to see if you'd found anything before I went the other way."

The Doctor shook his head.

"No, I haven't found her yet."

He cursed.

"She was right behind me last time I looked." The Doctor said. "So, if she was taken, they managed to do it without Rose making a sound."

"If it was KAOS, they have ways of doing that sort of thing." Max said.

The Doctor sighed as he ran his hand through his hair.

"What would they do to her?" he asked Max.

"If they're that desperate to get their hands on the TARDIS; then, just about anything."

The Doctor squeezed his eyes shut as a sickly feeling invaded his stomach. He had been careless, let his guard drop and once again, his Rose was the one to suffer for it.

Pushing the self-pity out of his mind, he looked at Max.

"Right, well, then we have no time to lose." He said trying to keep his voice steady. "Let's go get 99 and start trying to figure out every possible place Siegfried could have his headquarters."

Max nodded.

They headed back up the alley. As they came back out onto the street, Max looked around for 99.

"99?" he called out.

He and the Doctor exchanged worried glances when she didn't answer.

"Oh God." Max muttered to himself. "Not her too."

He headed up the street calling out 99's name as the Doctor ran over to the lamppost and banged on it.

"Hey! Open up in there!" he said as he pounded on it.

"What?" 13 said, annoyed, as he opened the little door.

"Where did 99 go?" the Doctor demanded.

"How should I know?"

"She went down this street searching for Rose. You're standing here. Where'd she go?"

"I don't know. As soon as all of you ran off, I shut the door back. Besides, I wouldn't be able to see where she went anyway. My field of vision is kind of limited being crammed inside here not to mention there's this metal door in my way. You know how uncomfortable it is in here? Not to mention hot. Metal heats up in the sun, you know."

The Doctor sighed.

"Look, I'm sorry you've been crammed in there. I don't know how they fitted you in it. But that's not…"

"Oh, I was able to fit myself in here. I'm a master of disguise." 13 said proudly. "Was first in my master of disguise class at spy school. I'm…"

"13, shut up!"

13 stared at him in shock.

"Hey, that's no way to talk to me! Especially since we've just met. I…"

"Now you listen to me and listen good." The Doctor said at the end of his patience. "We've just lost two people here. I know that Rose wouldn't just walk off without telling me and I'm pretty sure 99 didn't go off on her own either. And since KAOS is after us…"

"KAOS is after you? Why?"

The Doctor sighed.

"It's a long story and I'm not prepared to go into it right now. All that matters right now is finding Rose and 99. Now, I want you to think. Where could Siegfried have his headquarters?"

"Gee, he could have his headquarters anywhere." 13 replied. "I mean the man isn't too picky about his accommodations, unlike me."

The Doctor sighed. He could tell he wasn't going to get anywhere with this guy.

"Thanks for all your help." He said sarcastically as he slammed the door on him.

He turned to Max as he ran back to him.

"99 is gone too." He said, upset.

"I just tried talking to 13 and he's no help at all. He had his door closed when 99 was taken. I can't imagine the guy being first in his class since all he seems to be good at is whining and moaning."

"Hey, buddy." They heard 13 say. "I heard that. I would like to see you spend days and weeks crammed inside a light post or an elephant's trunk, or a Hershey's Kiss or a…"

He let out a pained yell as the Doctor slammed his fist hard into the pole.

"Well, come on," Max said, grabbing his arm. "We need to get you off the street before you're the next one to go missing."

"Where to? Back to the apartment?"

Max shook his head.

"No, I need to go talk to the Chief and tell him Rose and 99 have been kidnapped."

The Doctor nodded. They quickly hurried around the corner and down the street to Max's car before anything else happened.


	11. Chapter 10

Chapter Ten

Rose groaned as she opened her eyes. The last thing she remembered was standing behind the Doctor watching as Max argued with 13 and feeling something stick her in the back of the neck. After that everything had gone black. Looking around, she noticed 99 was tied to a chair beside her. Glancing down, she saw that she was also tied up.

"Are you okay, Rose?" 99 asked, worried.

"Yeah, I think so. Where are we?"

"KAOS's headquarters, I think." 99 replied, looking around. "I'm not sure. I was looking for you and I felt something hit my neck and I blacked out. When I woke up, I was in here. But, I'm willing to bet that's where we are."

"What are they going to do to us?" Rose asked worried.

"Torture us probably." 99 said.

She gave her a sympathetic smile.

"Rose, I'm so sorry you got mixed up in this." She said.

"S'alright; won't be the first time I've been tortured."

99 stared at her sadly as she watched her steel herself for what was to come.

They looked over as the door opened and Siegfried came in followed by Shtarker.

"Ah, Mrs. Shmart, you are awake." He said.

He glanced over at Rose.

"And you are?" he said to her.

"Going to be a handful if you don't let me and 99 go this instant." Rose said defiantly.

"Oh! You have spirit for such a young von." Siegfried said. "Very well, if you don't vant to tell me your name; then ve'll just get right to business. Tell me about zis TARDIS you and your alien friend travel around in. Vat does it do exactly?"

Rose glared at him.

"Vere is the alien from?"

Rose remained silent.

"If I vere you, my dear. I vould talk because KAOS can be very persuasive at getting people to open dere mouths."

"Leave her alone, Siegfried. Deal with me." 99 said angrily.

"Ah, Mrs. Shmart, perhaps you can inform your friend of ze consequences that vill occur should she decide not to talk." Siegfried said, looking at her. "After all, I'm sure you are familiar vith our methods, ja?"

Rose glanced at 99 and saw her flinch for a second before resuming her composure. She gulped wondering what they had done to her in the past.

"It's no good talking to us, Siegfried. Neither of us will say anything to you so you're just wasting your breath."

"Oh really, Mrs. Shmart? Vell we shall see, von't we?" he said smirking at them.

He turned and said something in German to Shtarker who chuckled gleefully as he hurried out the door, Siegfried looked back at them.

"I am a fair man zo I vill give you both von last chance. Tell me vhat I vant to know or I shall be forced to use more drastic methods. You have ten minutes to decide, zo choose carefully."

He smirked at them once more before spinning on his heels and walking out the door.

Rose looked over at 99 as the door slammed behind him.

"What have they done to you?" she asked.

99 sighed and shook her head.

"It doesn't matter. What does matter, Rose, is what they will do after the ten minutes is up." She said looking at her." You said you've been tortured before? What kind was it?"

"Um…I was strapped into this kind of metal thing with handcuffs with the Doctor and both of us got shocked."

"That's it?"

"Yeah, usually the other times we got into trouble it was a monster chasing us."

99 sighed.

"Well, I don't know what Siegfried has planned for us, but I can tell you from experience that it probably will be something worse than being shocked. If you are willing to go through torture then you have to be prepared to endure whatever they throw at us. Do you think you can do that? Because I understand completely if you crack under torture and say something to them. I've been trained to withstand their torture methods, but even I've cracked in the past."

Rose nodded.

"I'm not giving them the Doctor or the TARDIS. So they're gonna just have to kill me." She said.

99 nodded and smiled.

"Well, just remember, Rose. I'm right here and we can help get each other through this. Just try to think of other things like the Doctor and that helps to get your mind off the pain."

Rose looked at her.

"How many times have you been tortured?"

"Oh God, lots of times." 99 replied.

"And you still like being a spy?"

"Of course, I wouldn't trade being a spy for anything." 99 replied. "What about you? Would you trade traveling with the Doctor after being chased by all those monsters?"

"Not a chance."

"Well, see…both of us have bad things happen to us, but in my case the good things about being a spy outweigh the bad."

"Same here."

Rose sighed.

"I just hate it when the bad things come around."

"So do I." 99 admitted. "But like I said, I'm here to help you through it and hopefully Siegfried will give Max and the Doctor a clue to our whereabouts before they really start to torture us."

"What do you mean really start to torture us?"

99 sighed.

"Siegfried likes to take his time when he tortures people. So most likely he'll start out by calling in a couple of his thugs and having them work us over with their fists. Then, if we don't talk he'll slowly build up the intensity of the torture. Then he can make it last longer."

Rose gulped back her fear as 99 gave her a sympathetic smile.

"We'll get through this, Rose, trust me." She said.

"I just hope the Doctor gets here before they do too much to us." Rose said. "Because if anything happens to me, the Doctor is gonna go ballistic."

99 nodded.

"Max too and when he gets angry, Max gets very irrational and can't think straight."

"The Doctor does that too." Rose said. "And there's no stopping him. He goes through anything that gets in his way to get to me."

"Max does that too." 99 said.

She chuckled.

"Weird how similar our significant others are." She said.

Rose looked at 99.

"You said they might send a message to Max and the Doctor?" she asked.

99 nodded.

"Probably. Siegfried does that. He can't resist showing off his handiwork." She said.

"You mean he's gonna wait until we get tortured before he sends this message?" Rose asked worriedly.

"Well, from my experience, I would usually get worked over by a KAOS agent and then he would send a video message to CONTROL headquarters as a warning to Max to comply or else. I expect that's what'll happen with us."

Rose swallowed hard.

"I'm sorry, Rose. I'm not trying to scare you any more than you already are. I'm just trying to give you a head's up so you can prepare yourself." 99 said.

"No, I appreciate you doing that. I want to know what's coming up." Rose replied.

They both looked over as the door started to open.

"Here goes, Rose. Be brave." 99 said, as two KAOS agents came into the room.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

The Chief looked up as Max entered his office.

"Max, what's…"

His eyes widened as the Doctor came in behind him.

"Max, what is the meaning of this?" he said pointing to the Doctor. "Who is that?"

"He's a friend, Chief." Max said.

"So, now you're just inviting your friends to come into CONTROL headquarters and look around?" the Chief said angrily.

"No, Chief, 99 and his girlfriend have been kidnapped by KAOS."

The Chief stared at the Doctor.

"His girlfriend? What would KAOS want with his girlfriend?"

Max glanced at the Doctor unsure of what to say.

"It's alright, you can tell him. It's better that he know." The Doctor said.

"Better that I know what?" the Chief demanded as he looked at the Doctor and Max. "Max, what is going on here? Who is this man?"

Max cleared his throat.

"Um, Chief, you remember when I told you if I ever saw an alien I would bring it to your desk so you could get a look at it?"

"Yes, Max, I remember."

"Well, ta-da, here's the alien, Chief!" Max said, gesturing to the Doctor.

The Chief stared at the Doctor.

"Hello there." The Doctor said, waving at him.

The Chief gave the Doctor a long, hard stare.

"Max, is this some kind of a joke?" he finally said.

"I wish it was, Chief, but it's not. 99 and his girlfriend, Rose, have been kidnapped by Siegfried and we don't know where they are. His TARDIS is in my apartment and if we don't do something, Siegfried will use it to conquer the world."

"Wait, his what?" the Chief said, holding up his hand.

"My space ship. It travels through time and space." The Doctor explained. "If Siegfried gets a hold of it he can use it to travel back in time and change history."

The Chief stared at him.

"A…time machine." He said. "You have a time machine?"

"Yes, I do."

The Chief sighed.

"Max, I'm not in the mood for this." He said.

The Doctor put his hands down on the edge of the desk and leaned down to look him in the eyes.

"Look, I realize I look human and all of this looks like a great big joke, but I can assure you it's not. My girlfriend and his wife are in danger and we need some help before they end up hurt or worse."

"Supposing this is all real and you are an alien, what do you want me to do about it? I sent Max and 99 to go talk to 13."

He looked at Max.

"Did you talk to 13?"

"Yes, and he was no help at all. He didn't see anything and he doesn't know where KAOS's headquarters is." Max said angrily.

"Well, I don't know what to tell you, Max. I don't have any information about his whereabouts either. All I can do is send some agents on reconnaissance and see if they can find out anything. Until then there's nothing we can do."

"Can we use the TARDIS to go back in time and prevent the kidnapping from taking place?" Max asked the Doctor.

The Doctor shook his head.

"No, it would create a paradox. Rose and I got in trouble with that when I took her to be with her father when he was killed by a hit and run driver. It's out of the question."

Max sighed as he slumped down in a chair.

"I guess all we can do is wait until Siegfried makes contact with us." Max said. "But by then they may have already started the…"

He trailed off unable to finish the sentence. The Doctor hung his head cursing himself mentally for not paying more attention to their surroundings.

The Chief stared at them both, sympathetically. He wasn't sure who this strange man was, but he had never known Max to make a joke like this in the middle of an assignment; especially if 99's life was on the line. As hard as it was to believe, he had to think that maybe Max was telling the truth about this man being an alien. After all, he had seen his share of strange thing in his years at CONTROL.

"You said this TARDIS is in Max's apartment?" he said to the Doctor.

He nodded.

He looked at Max.

"Is the apartment secure?"

"As far as I know, Chief. Our babysitter, Maria, is in there at the moment taking care of Zack and Maxine."

The Chief stared at him.

"She's in there with a UFO and you're both perfectly okay with that?" he asked in disbelief.

"It doesn't look like the UFO's you see in the movies Chief; it looks like a blue phone booth." Max replied.

"It does?" he said looking at the Doctor.

"Yes, it's got a chameleon circuit that disguises the front door as a British police box. 99 told Maria it was a sculpture Max brought and after that she didn't ask any more questions." He replied.

"The front door? Where's the rest of the ship?"

"Sitting in another dimension."

The Chief shook his head in amazement.

He looked over as the door opened and Larrabee came in holding a small brown package.

"Yes, Larrabee? What is it?"

"It's for you, Chief. It's from KAOS."


	12. Chapter 11

A/N: I'm picking this up again after not working on it. I want to get it finished up along with all the others I'm still working on.

The Get Smart movie comes out next summer and although Don Adams will always be Maxwell Smart to me, I'm looking forward to seeing Steve Carell play Max. He's one of my favorite actors and judging from the teaser trailer, it looks like it'll be really good. Anyway, for those reading this, sorry it took so long to get back to it. Without further ado….

Chapter Eleven

The Doctor's hearts thudded in his chest as he stared at the package. He looked over at Max who slowly took it from Larrabee.

"I know what this is." He said softly to the Doctor. "I've gotten them before. KAOS always sends a video message after they've…"

He swallowed hard and looked at the Doctor.

"Play it." He said, nodding.

Max nodded. As Larrabee exited the room, the Chief pushed a button on his desk and the wall in front of them slid up to reveal a huge TV and a video cassette player. The Doctor stared at the VCR and looked at Max.

"You shouldn't have anything like this in 1969." He said.

"It's something CONTROL lab came up with." Max explained as he took the videotape out of the brown package. We invented it first and then KAOS got wind of it and made their own. That's why they send messages this way because no one but us can play them."

He slid it into the player and stepped back to stand beside the Doctor. Both of them turned to the side so the Chief could see from his desk. The TV showed static for a few seconds and then they saw Siegfried sitting at his desk.

"Greetings, Shmart," he said. "I am sending this message to you because I vant you to turn over ze alien and its TARDIS to us. You have two hours to do it or else ve will kill Mrs. Shmart and ze girl. And just to show you ve mean business..."

Max and the Doctor gasped as the camera cut to Rose and 99. They were tied to chairs and both sported black eyes, cuts and bruises. The Doctor stared at the dried blood under Rose's left nostril and his fist clenched as he felt his blood boil. The camera went back to Siegfried who had a smug smile on his face."

"A picture is vorth a thousand vords, eh, Shmart?" he said. "Zo, here is vat I vant you to do. You vill bring ze alien with you to ze Lincoln Monument and you vill vait for my men to pick you up. You vill come along quietly and dere vill be no funny business or the next message I send will show your vife and ze girl in coffins. I shall see you soon, Shmart!"

The Doctor and Max stared quietly at the static on the TV for a moment and then Max turned and walked over to the Chief's desk.

"I need to talk to you in private, Chief." He said.

The Chief nodded. He looked at the Doctor.

"Could you excuse us a moment?" he asked him.

"No," Max said stopping the Doctor. "I don't want you out of my sight. Anything can happen. KAOS agents could be anywhere. We'll use the Cone of Silence."

The Chief sighed.

"Max, why do you keep insisting on using that? It doesn't work."

"We have to use it, Chief. The CONTROL handbook states that top secret communication must be conducted under the Cone of Silence and you know how I'm a stickler for the rules."

"I know, Max, I know." The Chief muttered.

He rolled his eyes and pushed a button under his desk as Max pulled up a chair and sat down opposite him. The Doctor watched, fascinated, as a clear plastic object came down and landed on the desk with a thump enveloping them both. He moved over to stand beside the Cone of Silence and watched them quietly. Max waited a moment and then began speaking.

"Chief, we can't let them get a hold of the Doctor or the TARDIS." He said.

"What?" The Chief yelled back.

"I SAID, WE CAN'T LET KAOS GET A HOLD OF THE DOCTOR OR THE TARDIS!" Max screamed back.

"Yes, Max, I know that."

"What?" Max yelled.

"I SAID, I KNOW THAT!" the Chief screamed.

"Then what do we do, Chief?"

"What?"

"I SAID, WHAT DO WE DO?"

"We can't let the Doctor fall into Siegfried's hands, Max. I'm afraid we might have to sacrifice 99 and Rose. National Security is more important."

"What?"

"I SAID---"

The Chief looked over at the Doctor when he tapped on the outside of the dome covering the Chief's head.

"I'm sorry to interrupt you two." He said. "But, what is the point of all this? I can hear both of you just fine so if you're trying to hold a private conversation, it isn't working."

"WHAT?" Max screamed at him.

"HE SAID IT ISN'T WORKING, MAX, WHICH IS WHAT I'VE BEEN TRYING TO TELL YOU FOR YEARS! THE CONE OF SILENCE DOESN'T WORK. I DON'T KNOW WHY YOU INSIST ON USING IT!"

He sighed as he pressed the button under the desk and the Cone of Silence rose back up into the ceiling.

"Chief, we weren't finished yet." Max said.

"Just…wait, Max." the Chief said.

He looked at the Doctor.

"Raise your right hand." He told him.

The Doctor raised his right hand.

"By the power invested in me as Chief of CONTROL, I hereby grant you temporary security clearance. You are now authorized to listen in on top-secret conversations. Do you swear that you will not reveal anything you hear here?"

"I swear." The Doctor replied.

"Good. That's all I need."

He looked back at Max as the Doctor lowered his hand.

"Okay, he's got security clearance. Now we can talk without the Cone of Silence."

"But, Chief, the handbook says---"

"JUST TALK, MAX!" the Chief bellowed.

Max shrugged.

"Fine, Chief, you wanna bend the rules, I can go along with that." He said.

The Chief sighed. He shot a look at the Doctor who chuckled.

"I was saying Max that 99 and Rose may have to be sacrificed to protect national security." The Chief said.

"Nope, not an option." Max said.

"Not an option for me either." The Doctor added.

"You do know what's at stake here?" The Chief said looking at the Doctor.

"I know exactly what's at stake. I know what it means if Siegfried gets a hold of me and my TARDIS. But, there are other ways we can stop Siegfried and his men without sacrificing 99 or Rose."

"So, you want to surrender to him?" The Chief asked.

"I will surrender, but I will not submit to him. I will not fly my TARDIS back in time so he can change history. However, I can buy Max and me enough time to come up with a plan."

"You sure you can do this without Siegfried getting control of the TARDIS?" the Chief asked.

"Yes, if I fail, I will die willingly rather than let him use me." He replied.

The Chief looked at Max.

"I trust him, Chief. I've seen this TARDIS. He's got technology that's way beyond anything we have here. I believe he'll be able to think up a plan to defeat Siegfried and rescue Rose and 99."

"Alright, I'll let you take this risk." The Chief said. "But, remember, above all else you must not let the TARDIS or the Doctor fall into KAOS's hands."

"I won't, Chief, you can count on me." Max said.

The Chief looked at them.

"I'm telling you now that this won't be an easy task. The two of you will be facing danger at every turn and possibly a painful, torturous, unmerciful death."

The Doctor and Max glanced at each other and said in unison…

"And…loving it!"


	13. Chapter 12

Chapter Twelve

Max checked his watch for the tenth time as he and the Doctor stood inside the Washington Monument.

"You think KAOS would be a bit more punctual." He said. "Especially since they want you so badly."

"They know we won't do anything, not with them holding Rose and 99 captive." The Doctor muttered. "They hold all the cards…at least they think they do."

Max glanced over at him and noticed he was staring silently up at the statue of Lincoln. He walked over to stand beside him.

"You know, I've lived in D.C. my whole life and I never really took the time to visit this monument. The statue is pretty impressive close up."

"Lincoln is even more impressive in real life."

Max looked at him.

"You've met him?"

"Oh yeah, met him once. Charming fellow. Unfortunately, I didn't get to speak to him too long since he was preoccupied with the Civil War and all. He was pretty depressed. A lot on his mind, I expect."

Max stared at him silently.

"It must be fascinating traveling through time and space." He finally said.

"Oh, it is." The Doctor said keeping his eyes on the statue. "Best job in the universe. I wouldn't trade it for anything."

"No, I imagine not."

He paused a moment.

"You know, when I was younger I used to buy all the science fiction magazines and I'd read them after I was supposed to be asleep. I would just lay in my bed under the covers with a flashlight and wonder what it would be like to travel to other planets."

The Doctor chuckled.

"I read those magazines too. I found them funny though. Most of the things they described were completely absurd to me. No basis in real science at all. But, that's what I love about you humans. You have so much imagination and creativity. You can imagine worlds you've never seen and creatures you've never met. It's why I keep coming back here. I love this planet so much."

"Really? With all the problems we have here?" Max asked.

"Weeeeell, every planet has problems. Believe it or not there are planets that make Earth look like a paradise. Humans may have screwed up some things here, but you're capable of so much goodness too. There's a race I've fought called the Daleks who hate other life forms and kill them without mercy because they're convinced that they are the only beings worthy of life. You humans are many things, but you are not like the Daleks, trust me. "

"That's good to know." Max said. "It's nice to know that aliens aren't interested in invading Earth like it shows in the sci-fi movies."

"Well, actually, there are some aliens who are interested in invading Earth. But, not me, I'm just happy watching you lot go about your daily lives and grow into the intelligent, loving race you were meant to be."

Max smiled at him. He fell silent and checked his watch again.

"Come on." He muttered.

The Doctor glanced at him. He looked over at his watch and raised his eyebrows.

"Blimey, they are running late, aren't they?" he said when he noticed they had gone past fifteen minutes past the deadline.

"Normally, I wouldn't care," Max said. "but I'm worried about 99 and Rose. If Siegfried thinks we missed the deadline, he could torture them again or worse."

He walked to the steps of the monument and stepped down onto the top step. He looked around and sighed when he saw only a blonde haired woman and her five year old daughter strolling nearby.

"Dammit, hurry up." Max muttered as he walked back to the Doctor.

They stood together looking at the statue. Suddenly, both of them jumped when they heard a deep, male voice behind them.

"Don't make any funny moves or you and the alien both die!"

Max and the Doctor turned around slowly. The Doctor's eyes widened when he saw the woman and child standing in front of them with guns pointed at their faces.

"You the Doctor?" the girl said with a heavy Brooklyn accent.

"Um, yeah." The Doctor said staring at her. "I'm sorry, but are you the KAOS agent?"

"Yeah, I'm agent 26 and this is agent 40. We're here to take you back to our headquarters."

"Yeah, so you better come along quietly or we'll tell Siegfried to kill the hostages." Agent 40 added.

The Doctor's eyes bugged out. The woman was speaking in a falsetto voice that was reminiscent of Tiny Tim. He glanced at Max and noticed he didn't seem to be fazed by any of this. Shrugging, he decided to do what he always did and just go with the flow.

"I will cooperate only if 99 and Rose are not harmed further." The Doctor said to them. "If either of them gets so much as an extra scratch on their bodies, I'm not telling you anything."

"We'll see about that." The little girl said. "You don't have a choice. You are prisoners of KAOS and we'll call the shots, not you."

She looked up at the mother.

"Frisk em, I'll keep ya covered." She said.

Agent 40 nodded.

"Hands in the air." She commanded them.

The Doctor and Max raised their arms above their hands. Agent 40 patted Max down first.

"He's clean." She said to Agent 26.

She walked over to the Doctor and patted him down. She did his trench coat first and found nothing. She put his hands inside it and patted down his suit. Her hand paused over the inside pocket on his jacket. Narrowing her eyes, she put her hand inside the jacket and brought out his sonic screwdriver and his TARDIS key. She stared at it in confusion for a moment.

"What's this?" she said showing the screwdriver to him.

"It's a torch."

The woman frowned.

"Torch, it doesn't look like any torch I've ever seen. Do you burn the blue tip then?" She said in confusion.

"I'm sorry, I mean, it's a flashlight." The Doctor amended.

"Oh. Why didn't you say so in the first place?"

"I did." The Doctor muttered to Max as he chuckled softly.

She stared at it for a moment and looked into his eyes. The Doctor's expression was unreadable as she studied his face searching for any signs of deception. Finding none, she put the screwdriver and key in her skirt pocket and resumed patting him down. She paused at his left jacket pocket and reached inside. Max's eyes bulged out when the woman's arm went in to the pocket up to her shoulder. She quickly withdrew it and stared at the Doctor.

"How did you do that?" she said.

The Doctor gave her a smug grin.

"My pockets are bigger on the inside." He said.

"Take the jacket and the coat off." The woman ordered.

"Aw, do I have to? It's chilly out here."

"Take…them…off…now!" the woman said pointing her gun at his chest.

The Doctor sighed, removed his trench coat and jacket and gave them to her.

"Don't get any marks on those. They are special one of a kind items." He said.

"Shut up and get your hands back in the air." The woman spat out.

The Doctor sighed and put his arms back up.

The woman put her hands on his thighs. She paused at the left pocket on his trousers and put her hand inside. Once again, her arm went in the pocket up to her shoulder.

"You want me to strip off my trousers as well?" the Doctor asked when she pulled her arm back out.

The woman looked at her companion. She hesitated a moment and then dug her arm deep into his other pocket. She fumbled around inside as the Doctor glanced at Max and rolled his eyes.

"I found a gun!" she yelled to Agent 26.

The Doctor frowned.

"Gun? I don't have a gun!" he said indignantly. "I don't believe in carrying crude weapons like that."

"You're lying; I have my hand on the butt of the gun. Here it…"

She pulled her arm out quickly and stared at the banana in her hand. Max chortled quietly as the Doctor gave her a smug grin.

"No, what you have there is my mid-morning snack. I don't carry guns." He said.

Max stifled his laugh when the woman shot a murderous look his way. She handed the banana to Agent 26.

"He's clean…I think." She said.

"Oh, I'm very clean. I bathe daily, sometimes two times a day. You know what they say, cleanliness is next to---"

"Shut up!" Agent 26 bellowed.

The Doctor shrugged and fell silent.

"Agent 40, send a message to KAOS headquarters that we have them." Agent 26 said.

The woman nodded. She reached into her enormous beehive and pulled out a walkie-talkie.

The Doctor and Max glanced at each other as she spoke into it.

"Agent 40 reporting in. She said.

"Go ahead." A male voice replied.

"Agent 26 and I have Maxwell Smart and the alien in our possession. We are bringing them to headquarters. Have men ready to receive them."

"Understood, the men will be standing by and waiting for them."

"Roger that. Over and out."

She shoved the walkie-talkie back into her beehive and pointed her gun at the Doctor and Max.

"After you." She said to them.

The Doctor and Max glanced at each other and began walking. The KAOS agents waited until they passed before following them with their guns discretely trained on their backs.


	14. Chapter 13

Chapter Thirteen

99 and Rose looked up as the door opened in front of them and a man stuck his head in.

"What?" 99 asked.

"Just checking to see if the two of you are still here." He said. "I know all about you, Mrs. Smart. I know you're an escape artist and the last thing I want is to have you escape and then have Siegfried kill me for it."

"What about me?" Rose asked. "Aren't you worried I might escape?"

The man looked at her and snorted.

"Puh-leeze, look at you, how old are you? Sixteen, seventeen?"

"I'm twenty, thank you very much." Rose said indignantly."And as for me not being able to escape, I'm not as helpless as you think I am, so---"

"Aw, zip it. I'm not interested." The man replied. "Just sit there and be quiet and then maybe we'll let you see Smart and the alien."

"His name's the Doctor, not "the alien".

"Whatever, just behave." He said.

He stuck his head back out and closed the door.

"Prick." Rose muttered to herself.

She frowned when she saw 99 out of the corner of her eye. She looked at her and saw she was moving against the ropes.

"What are you doing?" she asked her.

"Shhh, I have a fingernail knife." 99 said. "CONTROL lab just came up with it, so KAOS doesn't know about it yet. I'm cutting my ropes with it."

Rose kept her eyes on the door as 99 cut through the ropes. Finally after about five minutes, the ropes loosened and fell away from her body. She leapt out of the chair and used the knife to free Rose.

"KAOS will never let us go." 99 said softly as Rose's ropes fell away from her body. "Even if Max and the Doctor do everything they say, they'll still kill us. We have to get away from here and find them."

"How? We go through the door?" Rose whispered pointing to it.

99 shook her head. She pointed up to the air duct above them.

"We go through the ventilation shaft and find them that way." She said. "Are you comfortable with that?"

"Yeah, no problem, I had to use a ventilation shaft to escape from the Ood so I know how to get around in one."

99 stared at her a moment wondering what Ood were. She mentally shrugged. She could ask later. Right now, they had more important things to do.

"Take my fingernail knife." She said taking it off her nail. "I'll boost you up and you unscrew the grate."

Rose nodded. 99 laced her fingers together and hoisted Rose up when she stepped into them. Working quickly, she took out the screws as 99 kept an eye on the door. After a few minutes, the last screw was out and Rose grabbed the grate. She stepped down from 99's hands and carefully laid the grate on her chair.

"You wanna go first?" 99 whispered.

"Yeah."

She stepped onto 99's fingers and she boosted her up. She grabbed the edge and pulled herself up into the shaft coughing as dust swirled around her. She moved forward when she heard 99 pull up a chair and looked behind her as 99 grabbed the edge and pulled herself in behind Rose.

"You're gonna have to be the eyes, Rose, and check every grate we come to for any sign of the boys and we need to hurry now. That guy will probably be checking on us in a few minutes so we need to get a head start before he alerts the whole building."

"Gotcha."

Rose crawled off as quickly as she could with 99 behind her.

"I just hope we find the Doctor and Max before someone finds us." She muttered to herself.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"So, this is your headquarters." The Doctor said as he and Max walked in the front door.

He looked at the crates lining one wall and the lone table and chair by the door.

"Siegfried isn't very flashy when it comes to his hideouts, eh?" he asked Max.

"Yeah, well, he's kind of a miser."

"Huh, that's the first time I've heard of a megalomaniac being stingy. Usually, they want to advertise to the universe how great and powerful they are."

"Shut up and keep moving!" 40 said jabbing her gun in his back.

The Doctor sighed. He and Max moved towards a door at the back as 40 and 26 kept their guns on them. They went through a couple more rooms before they finally went through a door and came face to face with Siegfried."

"Here they are, Siegfried." 40 said. "And this is what the alien had on him."

"Put it here." Siegfried said pointing to the desk in front of him.

40 laid the coat, jacket, the sonic screwdriver, the key and the banana on the desk and backed up with 26 towards the door. They stood in front of it keeping watch over the two prisoners.

"Zo, Maxwell Shmart, Ve meet again." He said.

Max rolled his eyes.

"Siegfried, why do you always say that every time I get captured? It gets old hearing it." He said.

"Because, Herr Shmart, it is vhat ve bad guys do, every villain uses ze same standard catchphrases. Ve are issued the Villain Cliché Handbook vhen ve dedicate ourselves to evil and pay our first union dues."

"Oh really?" the Doctor said. "Well, that explains why I keep hearing the same clichéd things over and over too. Huh, I had no idea evil had a union, oh well, learn something new every day, I guess. Now first things first, where is Rose and 99?"

Siegfried smirked at him.

"No, alien, first you vill tell me vhat I vant to know."

"First off, my name is the Doctor and secondly I will not give you one iota of information until Max and I see Rose and 99 and make sure they're safe."

Siegfried chuckled.

"You are not in control here, Herr Doctor, I am in charge and I vill let you see Rose and 99 when you tell me everything you know."

The Doctor folded his arms over his chest.

"Make me talk then, if you can." He said with a defiant look.

"I vill not hesitate to use torture on you, Herr Doctor."

"That doesn't scare me. I've been tortured numerous times. Torture me until you're blue in the face, I still won't talk."

"Vhat about Rose then? Is she able to withstand torture just as vell as you?"

The Doctor slammed his hands down on Siegfried's desk as his black eyes bored menacingly into him.

"Don't…even think of harming Rose because trust me, that's a very bad idea." He snarled.

"Oh, zo the girl means something to you, ja? Then, you vill cooperate or she vill die."

"I'm warning you, threaten Rose one more time and it'll be the last thing you ever do!"

"And vhat vill you do to me, Herr Doctor, if I torture her?" Siegfried asked, amused.

The Doctor opened his mouth to speak, but Max quickly interrupted him.

"The Doctor will order his armada to attack KAOS headquarters." He said.

"His vhat?" Siegfried said.

"My what?" the Doctor said looking at him.

"You heard me, Siegfried." Max said ignoring the Doctor's confused look. "The Doctor is a Time Lord, and his people are the most feared aliens in the entire universe. Before we surrendered, the Doctor put out a call for help and at this very moment, fifty mother ships are hovering in the clouds above us waiting to rain death and destruction down upon this headquarters and rescue all of us. Can you believe it, fifty?"

"I find that hard to believe, Shmart." Siegfried said.

Max paused.

"Eh, would you believe…ten mother ships?" he said hesitantly.

"No."

"Two mother ships?"

"No."

Max paused.

"How about a pimply-faced kid in a homemade spacesuit carrying a toy gun he got after he sent in cereal box tops?"

Siegfried sighed.

"I grow tired of this. You vill tell me vhat I need to know, Herr Doctor, or suffer the consequences."

The Doctor folded his arms over his chest.

"Fine, you vant it your vay? Zo be it."

He looked at 40.

"Tell the guard outside ze door to go get ze guard and have him bring Rose and Mrs. Shmart here. If the Doctor vill not talk, then perhaps their screams vill loosen his tongue."

The Doctor lunged at him, but they stopped short when all three people in the room drew their guns and pointed it at his head.

"I vould not make any hasty moves if I vere you, Herr Doctor, I think it vould distress Rose to see you lying on ze floor in a pool of your own blood, ja?"

He looked over at 26 and pointed to two chairs sitting beside the desk.

"Bring these over in front of ze desk zo that Herr Doctor and Shmart can rest themselves." He said. "They must be very tired after coming all ze way here."

He looked at 40 and pointed to a pile of rope on the other side of the desk.

"And this is zo they vill stay put. My torturer does not like to be disturbed vhile he is at work. He considers vhat he does an art form, you know."

Siegfried kept his gun trained on the Doctor and Max while 26 pulled up the chairs behind them and 40 got the rope.

"26, you go and tell the guard, ja? 40 is busy at ze moment."

26 nodded. She walked to the door and opened it while 40 forced the Doctor and Max into the chairs and began to tie them up.

"He's going now, Siegfried." She said closing the door.

"Wunderbar! Zo you zee, Herr Doctor, you get your wish after all. You get to zee Rose again."

"I mean it, if you do anything to her or 99, you'll live to regret it." The Doctor said menacingly.

Siegfried shrugged.

"If anything happens to them, it vill be your fault." He said. "I offered you a chance to cooperate and you refused, zo vhat happens next is your own doing, Herr Doctor."

40 finished tying them up and moved back towards the door. Siegfried leaned in.

"I am not a violent man. I do not like to see vomen tortured unnecessarily, zo I vill offer you von last chance. Talk now and I vill spare Rose and 99. Vhat do you say?"

The Doctor glanced at Max.

"Don't talk, 99 wouldn't want that and I'm sure Rose doesn't either." He said.

The Doctor looked back at Siegfried.

"Vell? Vhat is your answer, Herr Doctor? Time is being wasted here and I only have zo much patience. Vill you cooperate or not?"

The Doctor sighed. He opened his mouth to reply when suddenly a guard burst into the room.

"Siegfried, the prisoners are gone! They've escaped!"


	15. Chapter 14

Chapter Fourteen

The Doctor smirked at Siegfried.

"Well, well, guess our women aren't as helpless as you think." He said.

"Ze may have escaped ze room, but ze vill never leave here alive." Siegfried told him.

He looked at the guard.

"Do ve have any idea where zhey have gone?" he asked.

"Yes, Siegfried, they are in the ventilation system.

The Doctor, Max and Siegfried all looked up at the ceiling. Siegfried looked at the guard.

"Zo vhy are you not up there after zem?" he asked.

The guard shifted nervously.

"I…uh, wasn't sure if I was allowed to go up there."

"Vhat do you mean, you are KAOS agent, ja?"

"Well, actually I'm just a temp."

Siegfried threw up his hands.

"Vhat is the deal with these temps? I did not know ve vere even hiring temps. Vhy vas I not informed of zis?"

He sighed.

"Never mind."

He pointed to the door.

"Get out of here and go up into ze ventilation shaft and catch Mrs. Shmart and ze girl and make it snappy before ze temp service has von less worker on its payroll!"

"Yes, Siegfried." The guard said saluting.

He hurried out the door as Siegfried muttered to himself in German.

"Oh, Siegfried?" the guard said sticking his head back into the room.

"Vhat is it now?" Siegfried said nearing the end of his patience.

"If I get injured, I will get workman's comp, won't I? Because the temp service didn't say---"

"If you do not get up zere and get Mrs. Shmart and ze girl, you vill not need to vorry about vorkman's comp because you vill be dead! Now go! Schnell, schnell, schnell!"

The guard stuck his head back out the door and slammed it shut.

Siegfried sighed and pushed the talk button on the intercom on his desk.

"Shtarker." He said into the speaker.

"Ja, Siegfried?"

"Get in here right away. I vant to have a vord vith you, please." He said as calmly as he could.

"Ja, Herr Siegfried."

He took his finger off the button and looked at the Doctor.

"Now, vhere vere ve? Ah, yes, you vere about to tell me all you know about ze TARDIS."

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"What's Siegfried doing now, Rose?" 99 whispered to Rose as she looked down at the Doctor and Max through the grate.

"He's questioning the Doctor and trying to get him to talk about the TARDIS, but the Doctor isn't saying anything."

"For the last time, Herr Doctor, you vill talk or you vill die!" they heard him say.

"Then kill me." The Doctor replied calmly. "Because I'm not telling you anything."

They heard the door open.

"Ah, Shtarker, come here. I vant to ask you something." Siegfried said.

"We have to go down and surprise them, Rose." 99 whispered. "They know we've escaped and someone is coming up to find us. We might as well fight now."

Rose looked back at her and nodded.

"Shtarker, how many times have I told you? Zis is KAOS, ve don't hire temps here!"

Rose tested the grate and smiled back at 99.

"It's loose." She whispered.

"Great, go forward, turn over onto your back and kick it in when I say. Then we drop in and surprise them all!"

"I'm sorry Herr Siegfried, but ve are running short of men. Shmart keeps killing or catching zem all!"

"Zen at least find a temp service that doesn't employ idiots!"

"Ready, Rose?" 99 said turning onto her back.

"Ready." Rose said turning over and putting her foot on the grate.

"On the count of three, kick it in and slide out. I'll be right behind you."

Rose nodded.

"Okay…One, two…THREE!"

Rose slammed her foot down on the grate. It gave way and fell to the floor with a bang startling everyone in the room. Putting her feet into the hole, she slid out and landed on her feet.

"Rose!" the Doctor said happily.

"Hello, Doctor," Rose said running towards the desk. "The conversation sounded pretty boring so I thought I'd liven things up!"

"Yes! That's my girl!" the Doctor said proudly.

Max looked over and smiled at 99 as her feet hit the floor. 40 lunged at her and she landed a karate chop to her neck knocking her out instantly. She gasped as 26 leaped onto her back and began hitting her in the head.

"Hey, that's not fair!" Max said indignantly struggling to get free.

Rose paused near the desk as Shtarker turned to face her.

"Hello, little girlie, are you playing spy today?" he taunted. "Shouldn't you be home listening to your Beatles rec…"

His eyes bulged out when Rose's foot landed in his crotch. As he fell to his knees, Rose kicked him in the head, rendered him unconscious and grabbed the screwdriver off the desk. She ran around the Doctor's chair and aimed it at the ropes. She began to burn through the ropes but was cut short when Siegfried took a swing at her.

"I think not, girlie." He said taking another swing as she dodged. "Ze Doctor is mine and zere is nothing you can do about zat!"

He sidestepped as Rose tried to kick him in the crotch.

"Oho, nice try, Rose, but I vill not fall for zat. You have to be quicker than zat to finish me off!"

He tried another punch and this time it connected with Rose's chin. She stumbled to the floor as the screwdriver flew from her hand and landed several feet away. She tried to make a grab for it, but Siegfried stamped his foot down on top of it.

"Sorry, Rose, but I got here first!" he said giving her a triumphant grin. "I'm afraid all is lost for you and 99. You vill join your Doctor and Shmart and zen you vill be tortured and…"

He let out a grunt as 99 threw 26 directly at his head. He and the child slammed into the wall and fell to the floor, unconscious. Rose looked over at 99.

"Good thing Siegfried can't resist boasting." She said to Rose.

She walked over to Max and began to untie him while Rose grabbed the screwdriver and resumed burning through the Doctor's ropes. In a few minutes both were free and they all hugged one another. The Doctor grabbed up his things and put his jacket and coat back on as Max and 99 grabbed more rope and tied up all the KAOS agents.

"We need to put in a call to the Chief." Max said pointing to the phone on Siegfried's desk. "He can send reinforcements to arrest everyone here. In the meantime, we need to barricade the door just in case anyone else tries to enter."

"No need, I can use the screwdriver to lock it." The Doctor said.

Max nodded. The Doctor hurried over to the door as Max put in a call to the Chief.


	16. Chapter 15

Chapter Fifteen

"Well," Max said as the four of them entered the apartment. "Everything is wrapped up now, Siegfried, Shtarker and all the KAOS agents are on their way to jail and the world is once again safe from the forces of evil and rottenness."

He closed the door and he and 99 turned to face the Doctor and Rose.

"So, what will you two do now?" 99 asked them.

The Doctor glanced at Rose.

"We're going back to the open vortex and see more of the universe." He said.

99 frowned.

"So soon?" she said sadly. "We were just getting to know the two of you."

The Doctor gave her an apologetic smile.

"I know, but as much as we'd like to stay here, Rose and I need to keep traveling." He said. "We really loved meeting you both and we wish you all the luck in the world."

"And I hope the twins grow up healthy and strong." Rose added.

99 nodded. Suddenly, she had a thought and whispered in Max's ear.

"The chief might approve that." Max replied nodding.

"Approve what?" the Doctor asked.

"Um," 99 said. "Could you guys at least stay for supper? I have to go to CONTROL headquarters and ask the Chief about something, but I'll get something on the way back."

The Doctor and Rose glanced at each other.

"Sure, we can stay for supper."

99 beamed.

"Great, just don't go running off yet. I'll be right back." She said grabbing her coat.

She gave Max a kiss and hurried back out the door.

The Doctor looked at Max when she closed it behind her.

"What's that all about?" he said to him.

Max smiled.

"I think 99 wants to give the two of you some parting gifts to remember us by." He said.

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A half hour later, 99 returned with some Chinese takeout and an enormous box. Max took the box from her arm as she walked inside.

"That's for them." She said, nodding her head at the box.

Max nodded and handed the box to the Doctor.

"Oooo, what is it?" the Doctor said eagerly.

"Ah, ah," 99 said on the way to the kitchen. "Open it when you're in the TARDIS."

The Doctor's face fell. He sat the box by his side and stole anxious glances at it as Rose giggled and patted him on the arm.

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"Oh, I'm gonna miss you guys so much!" 99 said hugging Rose tightly.

"Me too."

She stepped back and smiled at her.

"You and the Doctor do this a lot? Say goodbye to new friends?" she asked.

"Yeah, we do, and it never gets any easier each time we do it." She said.

"I imagine so. We've only known you for a short time, but Max and I will never forget you. Please, wherever you're going, take care of yourselves. I hate to think that something bad will happen to you on some far off planet or something."

"We will. The Doctor and I always look out for each other."

99 smiled.

"Good."

She gave her another hug.

"I hope someday you'll come back to see us." She said.

She hugged the Doctor.

"Goodbye, Doctor, it was so nice meeting you." She said.

"You too, 99. Take care."

"You too. And I hope you like the gifts we've given you. They'll come in handy if you get into trouble on your adventures."

"Ah, you didn't have to do that, 99." He said.

"I know I didn't, but I wanted to. If you're exploring all these strange times and planets, you'll need all the help you can get."

She gave him another hug.

"I don't know if you know this, but you're so lucky to have someone like Rose." She whispered in his ear.

"Believe me, I know it." The Doctor whispered back.

They pulled away and the Doctor looked over at Max.

"Thanks for all your help, Doctor." He said shaking his hand. "We couldn't have done it without you and Rose."

"Always happy to help." The Doctor said cheerfully.

"I want to join 99 in saying that we will miss you both and please take care."

The Doctor smiled. Rose came forward and embraced him.

"Goodbye Rose. Good luck." Max said. "Traveling with an alien is probably not the easiest life, but you seem to handle it well. Take care."

"I will, Max, take care."

Max blushed as she gave him a peck on the cheek. The Doctor picked up the box and opened the TARDIS door. Max and 99 stepped back and stood beside each other waving as the door shut and the TARDIS dematerialized.

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"Oh boy, oh boy, oh boy!" the Doctor said putting the box on the captain's chair. "What'd they get us?"

"Honestly, Doctor, you're worse than a little kid." Rose said laughing.

She came up behind the Doctor as he eagerly opened the box and looked inside.

"What do you see?" Rose asked.

"Well, at the moment, I see a bunch of crumpled up newspapers and a note." The Doctor replied.

He took the note out and read it to Rose.

Dear Doctor and Rose,

I asked the Chief if you could have some items from CONTROL lab to take with you on your journeys. I can't even begin to imagine the kind of things you see on your journeys, but I'm betting the two of you get into danger a lot.

Rose snorted.

"That's an understatement." She muttered.

Please accept these gifts from me and Max. I've had CONTROL lab issue you two pairs of shoe phones, an inflato coat for the Doctor and a fingernail knife for Rose. I hope they help you get out of some tight scrapes. Please know that you will always be in Max's and my thoughts and when the twins are old enough, we will be sure to tell them about you.

Take care, my friends

99

"Ah, isn't that sweet!" The Doctor said.

He laid the note on the captain's chair and took out the wadded up newspaper. He beamed at Rose as he pulled out a men and women's pair of plimsolls.

"Yes!" Rose said taking the pink ones. "Oh God, I've been wanting a shoe phone ever since I saw Max use it."

She noticed a little note inside the shoe,pulled it out and read it aloud.

To use the shoe phone, twist the heel and take the bottom off. Then dial the number you want and talk into the speaker.

Rose twisted the heel and squealed with delight when she took the bottom off and saw the little dial.

"This is so cool! I have to show mum this." She said.

She glanced over at the Doctor's black plimsolls.

"I like those." She said pointing to them. "You'll look good in them."

"Thanks." he said.

The Doctor looked at the fingernail knife and handed it to Rose as he picked up the inflato coat. He took the little note sticking out of the pocket and read it aloud.

This is an inflato coat. Max uses it from time to time and I thought it would be handy for you. I had the lab try to match it to your coat as closely as they could. Wear it as you would a normal coat and if you are captured take your arms out of the sleeves and pull the cord located near the bottom. Rubber hands and arms will inflate out of the sleeves simulating your hands and arms. Allow whoever has captured you to chain the arms to the wall and then when no one is around, simply unbutton the coat and slip out.

The Doctor beamed.

"How brilliant is that!" he said looking at the coat.

He took his coat off, slipped the inflato coat around his shoulders and buttoned it closed. Rose laughed when the Doctor pulled the cord and two fake hands inflated out of the sleeves and the arms rose into the air.

"Fantastic!" he said looking at the fake hands. "Oh yeah, I will definitely put this to good use!"

He pulled the cord and the hands deflated and the arms lowered. Grinning, he slipped the coat off and put his own coat back on.

"Yup, there is something to be said for the ingenuity of spies." He said.

He slapped his hands together.

"Now, let's get on to our next adventure so we can test out our new toys, eh?"

"Yup."

Rose sat down in the captain's chair fiddling with her shoe phone while the Doctor imputed some coordinates into the computer and found the location of their next adventure.

THE END.


End file.
